UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file Number: 0-09692

TELLABS, INC.

(Exact name of registrant as specified in its charter)

Delaware	36-3831568
(State of Incorporation)	(I.R.S. Employer Identification No.)

One Tellabs Center, 1415 W. Diehl Road, Naperville, Illinois	60563
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (630) 798-8800

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  x    NO  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer  x	Accelerated Filer  ¨
Non-Accelerated Filer  ¨	Smaller reporting company  ¨
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  ¨    NO  x

Common Shares, $0.01 Par Value – 364,949,291 shares outstanding on October 28, 2011.

EXPLANATORY NOTE

Tellabs, Inc. originally filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 on November 8, 2011. We are filing this amendment on Form 10-Q/A to restate our consolidated financial statements and other financial information for the three and nine month periods ended September 30, 2011. The impact of the restatement is more fully described in Note 1a to the Consolidated Financial Statements contained in this Amendment No. 1.

This Form 10-Q/A amends and restates in their entireties Items 1, 2 and 4 of Part 1 and supplements Item 1A of Part II of our original Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (SEC) on November 8, 2011, and no other information included in that report is amended hereby.

In addition to the filing of this Form 10-Q/A, we are also filing an amendment to our Quarterly Report on Form 10-Q for the quarter ended July 1, 2011, to restate our consolidated financial statements and other financial information for the three and six month periods then ended. The previously issued unaudited consolidated financial statements and other financial information for the fiscal quarters ending July 1, 2011 and September 30, 2011 filed on Forms 10-Q should no longer be relied upon.

This Amendment No. 1 continues to speak as of the date of the filing of that original Quarterly Report on Form 10-Q, and we have not updated the disclosures contained herein to reflect any events that occurred at a later date. Accordingly, this Amendment No. 1 should be read in conjunction with other subsequent filings we have made with the SEC.

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TELLABS, INC.

INDEX

		PAGE
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Operations	4
	Consolidated Balance Sheets	5
	Consolidated Statements of Cash Flows	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Results of Operations and Financial Condition	23
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	34
Item 4.	Controls and Procedures	35
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 6.	Exhibits	38
SIGNATURE		39

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PART I . FINANCIAL INFORMATION

Item 1. Financial Statements

TELLABS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Third Quarter						Nine Months
	9/30/11			10/1/10			9/30/11			10/1/10
In millions, except per-share data	Restated						Restated
Revenue
Products	$	272.7		$	369.3		$	804.6		$	1,049.7
Services		57.1			60.5			164.3			182.1
Total revenue		329.8			429.8			968.9			1,231.8
Cost of Revenue
Products		158.7			175.6			483.5			476.9
Services		34.8			38.5			111.6			121.1
Total cost of revenue		193.5			214.1			595.1			598.0
Gross Profit		136.3			215.7			373.8			633.8
Gross profit as a percentage of revenue		41.3	%		50.2	%		38.6	%		51.5	%
Gross profit as a percentage of revenue - products		41.8	%		52.5	%		39.9	%		54.6	%
Gross profit as a percentage of revenue - services		39.1	%		36.4	%		32.1	%		33.5	%
Operating Expenses
Research and development		80.8			76.3			244.6			216.8
Sales and marketing		41.4			43.6			126.9			132.5
General and administrative		18.6			24.0			63.3			73.7
Intangible asset amortization		5.0			6.1			15.3			20.9
Restructuring and other charges		19.5			—			20.5			9.5
Goodwill and IPR&D impairment		102.7			—			102.7			—
Total operating expenses		268.0			150.0			573.3			453.4
Operating (Loss) Earnings		(131.7	)		65.7			(199.5	)		180.4
Operating (loss) earnings as a percentage of revenue		-39.9	%		15.3	%		-20.6	%		14.6	%
Other Income
Interest income, net		3.0			2.3			9.4			9.2
Other (expense) income, net		(0.9	)		4.9			(2.6	)		9.7
Total other income		2.1			7.2			6.8			18.9
(Loss) Earnings Before Income Tax		(129.6	)		72.9			(192.7	)		199.3
Income tax (expense) benefit		(0.5	)		(16.1	)		9.2			(32.8	)
Net (Loss) Earnings	$	(130.1	)	$	56.8		$	(183.5	)	$	166.5
Weighted Average Shares Outstanding
Basic		365.2			376.3			364.3			382.1
Diluted		365.2			379.8			364.3			386.7
Net (Loss) Earnings Per Share
Basic	$	(0.36	)	$	0.15		$	(0.50	)	$	0.44
Diluted	$	(0.36	)	$	0.15		$	(0.50	)	$	0.43
Cash Dividends Per Share	$	0.02		$	0.02		$	0.06		$	0.06

The accompanying notes are an integral part of these statements.

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TELLABS, INC.

CONSOLIDATED BALANCE SHEETS

	9/30/11			12/31/10
	Unaudited
In millions, except share data		Restated
Assets
Current Assets
Cash and cash equivalents	$	194.2		$	208.8
Investments in marketable securities		835.9			925.7
Total cash, cash equivalents and marketable securities		1,030.1			1,134.5
Other marketable securities		163.7			213.6
Accounts receivable, net of allowances of $1.4 and $1.3		297.3			342.6
Inventories
Raw materials		42.2			30.3
Finished goods		113.6			132.0
Total inventories		155.8			162.3
Income taxes		36.8			14.8
Miscellaneous receivables and other current assets		37.6			45.0
Total Current Assets		1,721.3			1,912.8
Property, Plant and Equipment
Land		20.9			20.8
Buildings and improvements		203.3			204.2
Equipment		446.2			422.8
Total property, plant and equipment		670.4			647.8
Accumulated depreciation		(398.3	)		(378.5	)
Property, plant and equipment, net		272.1			269.3
Goodwill		122.3			204.9
Intangible Assets, Net of Amortization		61.9			96.7
Other Assets		102.1			119.2
Total Assets	$	2,279.7		$	2,602.9
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	105.9		$	123.4
Accrued compensation		52.1			97.2
Restructuring and other charges		15.6			7.7
Income taxes		79.4			88.4
Loan related to other marketable securities		163.7			213.6
Deferred revenue		35.8			43.0
Other accrued liabilities		76.1			89.8
Total Current Liabilities		528.6			663.1
Long-Term Restructuring Liabilities		4.6			3.1
Income Taxes		22.3			28.1
Other Long-Term Liabilities		46.8			47.1
Stockholders’ Equity
Preferred stock: authorized 5,000,000 shares of $0.01 par value; no shares issued and outstanding		—			—
Common stock: authorized 1,000,000,000 shares of $0.01 par value; 505,151,032 and 501,744,627 shares issued		5.1			5.0
Additional paid-in capital		1,570.4			1,547.9
Treasury stock, at cost: 140,228,173 and 139,243,079 shares		(1,227.1	)		(1,222.1	)
Retained earnings		1,216.8			1,422.1
Accumulated other comprehensive income		112.2			108.6
Total Stockholders’ Equity		1,677.4			1,861.5
Total Liabilities and Stockholders’ Equity	$	2,279.7		$	2,602.9

The accompanying notes are an integral part of these statements.

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TELLABS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months
	9/30/11			10/1/10
In millions	Restated
Operating Activities
Net (loss) earnings	$	(183.5	)	$	166.5
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities:
Depreciation and amortization		57.6			57.5
Loss on disposal of property, plant and equipment		0.7			—
Goodwill and IPR&D impairment		102.7			—
Equity-based compensation		21.9			20.7
Deferred income taxes		(0.8	)		11.1
Restructuring and other charges		20.5			9.5
Net loss (gain) on investments in marketable securities		0.1			(12.0	)
Other-than-temporary impairment charges on investments		1.8			—
Excess tax benefits from equity-based compensation		(0.2	)		—
Net changes in assets and liabilities:
Accounts receivable		43.6			(12.8	)
Inventories		6.8			(14.9	)
Miscellaneous receivables and other current assets		(11.0	)		6.3
Other assets		(2.5	)		(3.5	)
Accounts payable		(14.0	)		3.1
Restructuring and other charges		(9.8	)		(10.4	)
Deferred revenue		(8.1	)		19.9
Other accrued liabilities		(59.2	)		2.9
Income taxes		3.4			(8.5	)
Other long-term liabilities		(1.8	)		0.3
Net Cash (Used for) Provided by Operating Activities		(31.8	)		235.7
Investing Activities
Capital expenditures		(45.8	)		(31.1	)
Payments for purchases of investments		(616.1	)		(1,970.1	)
Proceeds from sales and maturities of investments		708.7			2,045.3
Net Cash Provided by Investing Activities		46.8			44.1
Financing Activities
Proceeds from short-term borrowings		1.3			—
Payments of short-term borrowings		(1.3	)		—
Proceeds from issuance of common stock under stock plans		0.6			7.1
Repurchase of common stock		(5.0	)		(132.6	)
Excess tax benefits from equity-based compensation		0.2			—
Dividends paid		(21.8	)		(22.9	)
Net Cash Used for Financing Activities		(26.0	)		(148.4	)
Effect of Exchange Rate Changes on Cash		(3.6	)		0.8
Net (Decrease) Increase in Cash and Cash Equivalents		(14.6	)		132.2
Cash and Cash Equivalents - Beginning of Year		208.8			154.0
Cash and Cash Equivalents - End of Period	$	194.2		$	286.2

The accompanying notes are an integral part of these statements.

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TELLABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

IN MILLIONS, EXCEPT SHARE AND PER-SHARE DATA

1. Basis of Presentation

We prepared the accompanying unaudited consolidated financial statements in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial statements, the requirements of Form 10-Q and applicable rules of the U.S. Securities and Exchange Commission’s Regulation S-X. Therefore, they do not include all disclosures normally required by U.S. generally accepted accounting principles for complete financial statements. Accordingly, the financial statements and notes herein are to be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2010.

In our opinion, the accompanying unaudited consolidated financial statements include all adjustments (consisting of normal recurring accruals) that are necessary for a fair presentation. Operating results for interim periods are not necessarily indicative of operating results for the full year.

1a. Restatement

On November 28, 2011, we determined that $17.5 million of revenue recognized in the quarter ended July 1, 2011, should have instead been recognized in the quarter ended September 30, 2011, as more fully described below. As a result, we have concluded that the previously issued interim financial statements included in our Quarterly Report on Form 10-Q as of and for the quarter ended September 30, 2011, should no longer be relied upon.

In the second quarter of 2011, we had recognized $15.3 million of revenue related to a project with a customer outside North America. The related products were accepted by the customer and title passed to the customer in the second quarter. However, we recently discovered that these products had been shipped to a temporary, third-party storage location, arranged by our local office to accommodate delivery. While $2.6 million of these products were delivered from the third-party warehouse to the customer by the end of the second quarter, the balance of these products were not delivered from the third-party warehouse to the customer until July 20, 2011. Consequently, we have concluded that revenue for the undelivered products as of the end of the second quarter should have been recognized in the third quarter. The effects of this adjustment, together with other immaterial adjustments are included in the tables below.

The restatement changes the following line items in our Statements of Operations:

	Third Quarter								Nine Months
	9/30/11								9/30/11
	Previously Reported			Net Adjustments		Restated			Previously Reported			Net Adjustment			Restated
Total revenue	$	313.8		$	16.0	$	329.8		$	970.4		$	(1.5	)	$	968.9
Total cost of revenue		185.8			7.7		193.5			595.1			—			595.1
Gross profit		128.0			8.3		136.3			375.3			(1.5	)		373.8
Operating (loss) earnings		(140.0	)		8.3		(131.7	)		(198.0	)		(1.5	)		(199.5	)
Net (loss) earnings		(138.2	)		8.1		(130.1	)		(182.4	)		(1.1	)		(183.5	)
Net loss per share		(0.38	)		0.02		(0.36	)		(0.50	)		—			(0.50	)

The restatement does not have a material impact on our reported financial position at September 30, 2011 and it does not impact previously reported operating, investing or financing cash flows for the first nine months of 2011.

2. New Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (FASB) issued guidance related to the presentation of comprehensive income. This standard eliminates the current option to report other comprehensive income and its components in the statement of stockholders’ equity. Upon adoption, other comprehensive income must be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. We will adopt this standard for the interim period ending March 30, 2012.

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This standard will not have an impact on our financial statements, but will change our disclosure policies for other comprehensive income.

In September 2011, the FASB issued an update to existing guidance on the assessment of goodwill impairment. This update simplifies the annual assessment of goodwill for impairment by allowing companies to consider qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount before performing step one of the two-step review process. It also amends the examples of events or circumstances that would be considered in a goodwill impairment evaluation. This standard is effective for fiscal years beginning on or after December 15, 2011, on a prospective basis, with earlier application permitted. We will adopt this standard for the interim period ending March 30, 2012. This standard would not have impacted our goodwill assessment and impairment in the third quarter of 2011. It may impact the way we approach the annual goodwill impairment review in the future.

3. Restructuring and Other Charges

On July 25, 2011, management initiated a restructuring plan that will enable us to align our cost structure to current business conditions. We expect to record pretax charges through the second quarter of 2012 of approximately $22 million. The pretax charges will consist of $14 million for workforce reductions of approximately 330 employees and $8 million for facility- and asset-related charges. Restructuring expense for the third quarter of 2011 was $18.7 million, which consists of $14.3 million for workforce reductions and $4.4 million for facility- and asset-related charges. By segment, total charges to date under this plan are $10.1 million for Broadband, $4.7 million for Transport and $3.9 million for Services. Estimated cash payments under this plan are expected to be $18 million through the end of 2012. Other than the cash payments, actions under this plan are expected to be substantially completed by the end of the second quarter of 2012.

On January 25, 2010, management initiated a restructuring plan to enable us to shift investment from TDM (Time Division Multiplexing) to Ethernet and IP (Internet Protocol) products, move our supply chain closer to suppliers, and reduce general and administrative expenses. Restructuring expense for the third quarter of 2011 was $0.2 million and for the first nine months of 2011 was $0.8 million for severance-related charges. The cumulative pretax restructuring charges for this plan are $9.8 million, which consists of $7.2 million for workforce reductions and $2.6 million for facility- and asset-related charges. By segment, total charges to date under this plan are $6.2 million for Broadband, $3.3 million for Transport, and $0.3 million for Services. Total cash payments under this plan are expected to be $7.2 million, of which $6.7 million has been paid through the third quarter of 2011. Other than the cash payments, restructuring actions under this plan were completed in the first quarter of 2011.

On July 6, 2009, management initiated a restructuring plan as we aligned costs with customer spending and market conditions at that time. Restructuring expense for the first nine months of 2011 was $0.6 million for severance-related charges. The cumulative pretax restructuring charges for this plan are $7.0 million, which consists of $6.6 million in severance charges for workforce reductions and $0.4 million for facility- and asset-related charges. By segment, total charges to date under this plan are $2.6 million for Broadband, $2.1 million for Transport, and $2.3 million for Services. Total cash payments under this plan are expected to be $6.7 million for workforce reductions, of which $6.0 million has been paid through the third quarter of 2011. Other than the cash payments, restructuring actions under this plan were completed in the first quarter of 2011.

Restructuring expense for previous restructuring plans for the third quarter of 2011 was $0.6 million for facility- and asset-related charges. Restructuring expense for previous restructuring plans for the first nine months of 2011 was $0.4 million for facility-related charges. These net expenses are due to changes in estimates to previous restructuring plans.

The balance for restructuring plans relates to net lease obligations that expire through 2015 and cash severance that we expect to pay through the end of 2012.

The following table summarizes restructuring and other charges recorded for the plans mentioned above, as well as adjustments to reserves recorded for prior restructurings:

	Third Quarter				Nine Months
	9/30/11		10/1/10		9/30/11		10/1/10
Severance and other termination benefits	$	14.5	$	—	$	15.7	$	7.1
Facility- and asset-related charges		5.0		—		4.8		2.4
Total restructuring and other charges	$	19.5	$	—	$	20.5	$	9.5

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The following table summarizes restructuring and other charges activity by segment for the third quarter and first nine months of 2011 and the status of the reserves at September 30, 2011:

			Third Quarter Activity
	Balance at 7/1/11		Restructuring Expense			Cash Payments			Other Activities  1			Balance at 9/30/11
2011 Restructuring Plan
Broadband	$	—	$	10.1		$	(1.1	)	$	(0.8	)	$	8.2
Transport		—		4.7			(0.5	)		(0.3	)		3.9
Services		—		3.9			(1.0	)		—			2.9
Subtotal 2011 Restructuring Plan		—		18.7			(2.6	)		(1.1	)		15.0
2010 Restructuring Plan
Broadband		0.6		0.1			(0.4	)		—			0.3
Transport		0.4		0.1			(0.4	)		—			0.1
Services		0.1		—			—			—			0.1
Subtotal 2010 Restructuring Plan		1.1		0.2			(0.8	)		—			0.5
Previous Restructuring Plans
Broadband		4.4		0.5			(0.6	)		(0.1	)		4.2
Transport		0.4		0.1			(0.2	)		—			0.3
Services		0.4		—			(0.1	)		(0.1	)		0.2
Subtotal Previous Restructuring Plans		5.2		0.6			(0.9	)		(0.2	)		4.7
Total Restructuring Plans	$	6.3	$	19.5		$	(4.3	)	$	(1.3	)	$	20.2
			Nine Months Activity
	Balance at 12/31/10		Restructuring Expense			Cash Payments			Other Activities  1			Balance at 9/30/11
2011 Restructuring Plan
Broadband	$	—	$	10.1		$	(1.1	)	$	(0.8	)	$	8.2
Transport		—		4.7			(0.5	)		(0.3	)		3.9
Services		—		3.9			(1.0	)		—			2.9
Subtotal 2011 Restructuring Plan		—		18.7			(2.6	)		(1.1	)		15.0
2010 Restructuring Plan
Broadband		1.4		0.5			(1.6	)		—			0.3
Transport		1.0		0.1			(1.0	)		—			0.1
Services		—		0.2			(0.1	)		—			0.1
Subtotal 2010 Restructuring Plan		2.4		0.8			(2.7	)		—			0.5
Previous Restructuring Plans
Broadband		6.4		0.6			(2.7	)		(0.1	)		4.2
Transport		1.5		(0.1	)		(1.1	)		—			0.3
Services		0.5		0.5			(0.7	)		(0.1	)		0.2
Subtotal Previous Restructuring Plans		8.4		1.0			(4.5	)		(0.2	)		4.7
Total Restructuring Plans	$	10.8	$	20.5		$	(9.8	)	$	(1.3	)	$	20.2

¹ Other activities include the effects of currency translation, write-downs of property, plant and equipment to be disposed, as well as other changes in the reserve that do not flow through restructuring expense.

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4. Goodwill and Intangible Assets

We review goodwill annually for impairment, unless potential interim indicators exist that could result in an impairment. Given that we have continued to experience a significant decline in business volumes from a major customer that has had an adverse impact on the results of the Broadband segment, which is not expected to reverse in the near-term, and since Tellabs’ overall market capitalization continued to fall below book value, we completed an interim goodwill impairment review for the Broadband segment. Step one of this review involved determining the Broadband segment’s fair value using the present value of future cash flows based on estimates, judgments and assumptions that management believes are appropriate for the circumstances (Level 3 fair value assumptions, see Note 5, Fair Value Measurements). We determined that the fair value of the Broadband segment was below its carrying value, which necessitated a step two review to determine whether or not to record a goodwill impairment charge.

The step two review involved determining the fair value of the identifiable net assets of the Broadband segment, excluding goodwill, and comparing this to the fair value from step one. We determined that the fair value of the identifiable net assets, excluding goodwill, was greater than the fair value of the segment, resulting in no value attributable to goodwill. Consequently, the financial results for the third quarter of 2011 include an impairment charge for the full amount of Broadband segment goodwill, amounting to $82.7 million.

The remaining goodwill balance of $122.3 million at September 30, 2011, relates entirely to the Services segment. Based on the step one review of the Services segment, we determined that the fair value of this segment was significantly greater than its carrying value, requiring no further review.

In conjunction with the interim goodwill impairment review, we assessed the valuation of our indefinite-lived intangible assets, which consists of in-process research and development (IPR&D). For IPR&D, the review involves determining the present value of future cash flows based on estimates, judgments, and assumptions that management believes are appropriate for the circumstances (Level 3 fair value assumptions, see Note 5, Fair Value Measurements). Updated management projections related to the IPR&D from the WiChorus acquisition in 2009 resulted in an impairment charge in the third quarter of 2011 of $20.0 million.

We review intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. As a result of certain impairment indicators discussed above, we completed a test for recoverability of our amortizable intangible assets in the third quarter of 2011. This test involved comparing the carrying value of the assets to the net undiscounted cash flows expected to be generated from the assets. Based on this test, we determined that the assets are recoverable, requiring no further review.

The impairment charges for both goodwill and IPR&D, a combined $102.7 million, are included in the Consolidated Statements of Operations as Goodwill and IPR&D Impairment.

5. Fair Value Measurements

Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, marketable securities and derivatives. The carrying value of the cash and cash equivalents, accounts receivable and accounts payable are reasonable estimates of their fair value because of their short-term nature. We determine the fair value of marketable securities and derivatives based on observable inputs such as quoted prices in active markets, or other than quoted prices in active markets, that are observable either directly or indirectly.

Fair value is measured as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows:

• Level 1 - Observable inputs, such as quoted prices in active markets;

• Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

• Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. In determining fair value for recurring financial assets and liabilities, we separate our financial instruments into three categories: marketable securities, other marketable securities and loan related to other marketable securities, and derivative financial instruments. These assets and liabilities are all valued based on the market approach that uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

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Marketable Securities

We use a third-party provider to determine fair values of marketable securities. The third-party provider receives market prices for each marketable security from a variety of industry standard data providers, security master files from large financial institutions and other third-party sources with reasonable levels of price transparency. The third-party provider uses these multiple prices as inputs into a pricing model to determine a weighted average price for each security. We classify U.S. Treasury bills and bonds as Level 1 based upon quoted prices in active markets. All other marketable securities are classified as Level 2 based upon the other than quoted prices with observable market data. The type of instruments that are valued based upon the observable market data include U.S. government sponsored enterprise (agency) debt obligations, Federal Deposit Insurance Corporation (FDIC)-backed corporate debt obligations, investment grade corporate bonds, mortgage-backed debt obligations guaranteed by the Government National Mortgage Association (GNMA), certain FDIC-backed bank certificates of deposit, foreign government debt obligations and foreign corporate debt obligations guaranteed by foreign governments.

Other Marketable Securities and Loan Related to Other Marketable Securities

We classify holdings in other marketable securities (Cisco common stock) and the related loan as Level 1 in the fair value hierarchy. We classify these as Level 1 since they are actively traded through a governed exchange.

Derivative Financial Instruments

Our foreign currency forward contracts are executed as exchange-traded. Market participants can be described as large money center or regional banks. Exchange-traded derivatives typically fall within Level 1 or Level 2 in the fair value hierarchy depending on whether they are deemed to be actively traded or not.

We have elected to value derivatives as Level 2, using observable market data at the measurement date and standard valuation techniques to convert future amounts to a single present amount (discounted). Key inputs for currency derivatives are the spot rate, interest rates and credit derivative swap spreads. The spot rate for each currency is the same spot rate used for all balance sheet translations at the measurement date. The following values are calculated from commonly quoted intervals available from a third-party financial information provider. Forward points and LIBOR rates are used to calculate a discount rate to apply to assets and liabilities. One-year credit default swap spreads are used to discount derivative assets, all of which have final maturities of less than 12 months. We calculate the discount to the derivative liabilities to reflect the potential credit risk to lenders and have used the spread over LIBOR based on the credit risk of our counterparties. Each asset is individually discounted to reflect our potential credit risk and we have used the spread over LIBOR based on similar credit risk. We do not adjust the fair value for immaterial credit risk.

We have applied a valuation method for financial assets and liabilities and recurring non-financial assets consistently during this period and prior periods. The following table sets forth by level within the fair value hierarchy “Financial instruments owned at fair value.” Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Assets and liabilities measured at fair value on a recurring basis are:

			Fair Value Measurements at September 30, 2011
	Balance at 9/30/11		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Investments in marketable securities
U.S. government debt obligations	$	165.3	$	165.3	$	—	$	—
Corporate debt obligations guaranteed by FDIC		72.1		—		72.1		—
Corporate debt obligations		224.5		—		224.5		—
Mortgage-backed debt obligations guaranteed by GNMA		94.9		—		94.9		—
Certificates of deposit guaranteed by FDIC		2.0		—		2.0		—
Foreign government debt obligations		190.7		—		190.7		—
Foreign corporate debt obligations guaranteed by foreign governments		86.4		—		86.4		—
Subtotal		835.9		165.3		670.6		—
Other marketable securities		163.7		163.7		—		—
Derivative financial instruments		0.1		—		0.1		—
Total Assets	$	999.7	$	329.0	$	670.7	$	—

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Liabilities
Loan related to other marketable securities	$	163.7	$	163.7	$	—	$	—
Derivative financial instruments		0.2		—		0.2		—
Total Liabilities	$	163.9	$	163.9	$	0.2	$	—
			Fair Value Measurements at December 31, 2010
	Balance at 12/31/10		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Investments in marketable securities
U.S. government debt obligations	$	258.4	$	258.4	$	—	$	—
Corporate debt obligations guaranteed by FDIC		102.6		—		102.6		—
Corporate debt obligations		95.9		—		95.9		—
Mortgage-backed debt obligations guaranteed by GNMA		175.1		—		175.1		—
Certificates of deposit guaranteed by FDIC		3.3		—		3.3		—
Foreign government debt obligations		202.1		—		202.1		—
Foreign corporate debt obligations guaranteed by foreign governments		88.3		—		88.3		—
Subtotal		925.7		258.4		667.3		—
Other marketable securities		213.6		213.6		—		—
Derivative financial instruments		0.2		—		0.2		—
Total Assets	$	1,139.5	$	472.0	$	667.5	$	—
Liabilities
Loan related to other marketable securities	$	213.6	$	213.6	$	—	$	—
Derivative financial instruments		1.0		—		1.0		—
Total Liabilities	$	214.6	$	213.6	$	1.0	$	—

6. Investments

We account for investments in marketable securities at fair value, with the unrealized gain or loss, less deferred income taxes, shown as a separate component of stockholders’ equity. We base realized gains and losses on specific identification of the security sold. At September 30, 2011, and December 31, 2010, available-for-sale marketable securities consisted of the following:

September 30, 2011	Amortized Cost		Unrealized Gain		Unrealized Loss			Fair Value
U.S. government debt obligations	$	164.8	$	0.5	$	—		$	165.3
Corporate debt obligations guaranteed by FDIC		71.9		0.2		—			72.1
Corporate debt obligations		225.8		0.6		(1.9	)		224.5
Mortgage-backed debt obligations guaranteed by GNMA		94.6		0.5		(0.2	)		94.9
Certificates of deposit guaranteed by FDIC		2.0		—		—			2.0
Foreign government debt obligations		189.5		1.3		(0.1	)		190.7
Foreign corporate debt obligations guaranteed by foreign governments		86.3		0.2		(0.1	)		86.4
Total	$	834.9	$	3.3	$	(2.3	)	$	835.9

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December 31, 2010
U.S. government debt obligations	$	259.0	$	0.1	$	(0.7	)	$	258.4
Corporate debt obligations guaranteed by FDIC		102.3		0.3		—			102.6
Corporate debt obligations		95.6		0.5		(0.2	)		95.9
Mortgage-backed debt obligations guaranteed by GNMA		175.5		0.8		(1.2	)		175.1
Certificates of deposit guaranteed by FDIC		3.3		—		—			3.3
Foreign government debt obligations		201.4		1.6		(0.9	)		202.1
Foreign corporate debt obligations guaranteed by foreign governments		87.8		0.6		(0.1	)		88.3
Total	$	924.9	$	3.9	$	(3.1	)	$	925.7

The following table summarizes the maturities of our available-for-sale marketable securities at September 30, 2011:

	Amortized Cost		Fair Value
Less than 12 months	$	245.0	$	245.5
Due in 1 to 5 years		497.5		497.7
Due after 5 years		92.4		92.7
Total	$	834.9	$	835.9

Actual maturities will likely differ from the contractual maturities because borrowers have the right to call or prepay certain obligations.

Gross unrealized gains and losses related to fixed-income securities were caused by interest rate fluctuations. We review investments held with unrealized losses to determine if the loss is other-than-temporary. We evaluated near-term prospects of the security in relation to the severity and duration of the unrealized loss. We also assessed our intent to sell the security, whether it is more likely than not that the security will be required to be sold before recovery, or the security is not expected to recover its entire amortized cost basis. Based on our review, no other-than-temporary impairments were recorded in the third quarter of 2011. We recognized an other-than-temporary impairment of $1.2 million in the first nine months of 2011. No other-than-temporary impairments were recorded in the third quarter and first nine months of 2010.

Investments in marketable securities with unrealized losses at September 30, 2011, and December 31, 2010, were as follows:

	Unrealized Loss Less than 12 months					Unrealized Loss Greater than 12 months				Total
September 30, 2011	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Corporate debt obligations	$	132.8	$	(1.9	)	$	—	$	—	$	132.8	$	(1.9	)
Mortgage-backed debt obligations guaranteed by GNMA		23.1		(0.2	)		—		—		23.1		(0.2	)
Foreign government debt obligations		29.8		(0.1	)		—		—		29.8		(0.1	)
Foreign government debt obligations guaranteed by foreign governments		36.3		(0.1	)		—		—		36.3		(0.1	)
Total	$	222.0	$	(2.3	)	$	—	$	—	$	222.0	$	(2.3	)
December 31, 2010
U.S. government debt obligations	$	218.6	$	(0.7	)	$	—	$	—	$	218.6	$	(0.7	)
Corporate debt obligations		47.5		(0.2	)		—		—		47.5		(0.2	)
Mortgage-backed debt obligations guaranteed by GNMA		115.7		(1.2	)		—		—		115.7		(1.2	)
Foreign government debt obligations		92.9		(0.9	)		—		—		92.9		(0.9	)
Foreign government debt obligations guaranteed by foreign governments		32.6		(0.1	)		—		—		32.6		(0.1	)
Total	$	507.3	$	(3.1	)	$	—	$	—	$	507.3	$	(3.1	)

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The following table presents gross realized gains and losses related to fixed income investments for the three months and nine months ending September 30, 2011, and October 1, 2010:

	Third Quarter						Nine Months
	9/30/11			10/1/10			9/30/11			10/1/10
Gross realized gains	$	1.7		$	6.3		$	3.1		$	14.2
Gross realized losses		(1.4	)		(1.8	)		(3.2	)		(2.2	)
Total	$	0.3		$	4.5		$	(0.1	)	$	12.0

As a result of the acquisition of Advanced Fibre Communications, Inc. (AFC) in 2004, we acquired 10.6 million shares of Cisco common stock, shown as Other marketable securities in Current Assets. AFC owned this stock as a result of its investment in privately held Cerent Corporation, which was acquired by Cisco in 1999. In 2000, AFC entered into two three-year hedge contracts, pledging all of the Cisco stock to secure the obligations under the contracts. When the hedge contracts matured in 2003, AFC entered into stock loan agreements with a lender, borrowing 10.6 million shares of Cisco stock to settle the hedge contracts on the Cisco stock. The aggregate amount of the fair values of those stock loans is reflected as a current liability on the balance sheets as of September 30, 2011, and December 31, 2010. The values of both the asset and liability move in tandem with each other since each is based on the number of shares we hold at the current stock price. At September 30, 2011, Other marketable securities and Loan related to other marketable securities was $163.7 million at a market price of $15.50 per share and $213.6 million at a market price of $20.23 per share at December 31, 2010. The fees associated with the stock loan agreement were $0.3 million for the third quarter of 2011, $0.3 million for the third quarter of 2010, $0.8 million for the first nine months of 2011, and $1.1 million for the first nine months of 2010.

In addition to the above investments, we maintain investments in partnerships and start-up technology companies. We record these investments in Other Assets, at cost. These investments totaled $4.1 million at September 30, 2011, and $6.3 million at December 31, 2010. We review each investment quarterly, including historical and projected financial performance, expected cash needs and recent funding events. We recognize other-than-temporary impairments if the market value of the investment is below its cost basis for an extended period of time or if the issuer has experienced significant financial declines or difficulties in raising capital to continue operations. Other-than-temporary impairments were $0.6 million for the third quarter and first nine months of 2011. No other-than-temporary impairments were recorded for the third quarter and first nine months of 2010.

7. Derivative Financial Instruments

Financial Contracts and Market Risk

We conduct business on a global basis in U.S. and foreign currencies subjecting us to risks associated with fluctuating foreign exchange rates. To mitigate these risks, we use derivative foreign exchange contracts to address nonfunctional exposures that are expected to be settled in one year or less. The derivative foreign exchange contracts consist of foreign currency forward and option contracts.

Derivative financial contracts involve elements of market and credit risk. The market risk that results from these contracts relates to changes in foreign currency exchange rates, which generally are offset by changes in the value of the underlying assets or liabilities being held. Credit risk relates to the risk of nonperformance by a counterparty to one of the derivative contracts. We do not believe there is a significant credit risk associated with our hedging activities. We monitor the counterparties’ credit ratings and other market data to minimize credit risk. In addition, we also limit the aggregate contract amount entered into with any one financial institution to mitigate credit risk.

Cash Flow Hedges

At September 30, 2011, we did not have any cash flow hedges outstanding. We use foreign currency forward and option contracts, designated as cash flow hedges, to mitigate currency risk related to an imbalance of nonfunctional currency denominated costs and related revenue. We conduct monthly effectiveness tests of these hedging relationships on a spot-to-spot basis, excluding forward points. Effective gains and losses from derivative contracts are recorded in Accumulated other comprehensive income until the underlying transactions occur, at which time they are reclassified to Total cost of revenue. Ineffectiveness is recorded to Other (expense) income, net. If it becomes probable that an anticipated transaction that is hedged will not occur, we immediately reclassify the gains or losses related to that hedge from Accumulated other comprehensive income to Other (expense) income, net. We continue to monitor the Company’s overall currency exposure and may elect to add additional cash flow hedges in the future if deemed necessary.

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Balance Sheet Hedges (Non-designated Hedges)

Short-term monetary assets and liabilities denominated in currencies other than the functional currency of the Tellabs entity entering into the transaction are remeasured through income as foreign currency rates fluctuate. Changes in the value of derivative contracts intended to offset these fluctuations are also recorded in income. These derivative contracts are not designated as hedges. At September 30, 2011, we held non-designated foreign currency forward contracts in 12 currencies, with a gross notional equivalent of $145.6 million.

Net Investment Hedges

We entered into three-month foreign currency forward contracts, designated as net investment hedges, to hedge a portion of our net investment in one of our foreign subsidiaries to preserve the U.S. dollar value of our Euro cash. Effective changes in the fair value of these contracts due to exchange rate fluctuations are recorded within Accumulated other comprehensive income. Those amounts will be reflected in income only when we dispose of the investment in the foreign subsidiary. We conduct monthly effectiveness tests of net investment hedges on a spot-to-spot basis, excluding forward points, and any measurement of ineffectiveness is recorded in income. As of September 30, 2011, we had a net unrealized gain of $10.9 million in Accumulated other comprehensive income related to settled contracts. We held net investment hedges with a notional value of 75 million Euros at the end of the quarter.

The fair value of derivative instruments in the Consolidated Balance Sheet as of September 30, 2011, was as follows:

	Asset Derivatives Reported in Miscellaneous Receivables and Other Current Assets		Liability Derivatives Reported in Other Accrued Liabilities
Net investment hedges	$	—	$	0.1
Balance sheet hedges (Non-designated hedges)		0.1		0.2
Total derivatives	$	0.1	$	0.3

The fair value of derivative instruments in the Consolidated Balance Sheet as of December 31, 2010, was as follows:

	Asset Derivatives Reported in Miscellaneous Receivables and Other Current Assets		Liability Derivatives Reported in Other Accrued Liabilities
Cash flow and net investment hedges	$	—	$	0.8
Balance sheet hedges (Non-designated hedges)		0.2		0.2
Total derivatives	$	0.2	$	1.0

The effect of derivative instruments designated as hedging instruments on the Consolidated Statements of Operations follows:

	Three Months Ended
	Gain (Loss) Recognized  in Accumulated OCI, net (Effective Portion)						Gain Reclassified from Accumulated OCI into Total Cost of Revenue (Effective Portion)				(Loss) Gain Recognized in Other (Expense) Income, net: Excluded from Effectiveness Testing
	9/30/11			10/1/10			9/30/11		10/1/10		9/30/11			10/1/10
Net investment hedges	$	4.1		$	(5.1	)		N/A		N/A	$	(0.3	)	$	0.1
	Nine Months Ended
	(Loss) Gain Recognized in Accumulated OCI, net (Effective Portion)						Gain Reclassified from Accumulated OCI into Total Cost of Revenue (Effective Portion)				Loss Recognized in  Other (Expense) Income, net: Excluded from Effectiveness Testing
	9/30/11			10/1/10			9/30/11		10/1/10		9/30/11			10/1/10
Cash flow hedges	$	—		$	1.8		$	—	$	0.6	$	—		$	—
Net investment hedges	$	(5.9	)	$	5.5			N/A		N/A	$	(0.5	)	$	—

15

The effect of derivative instruments not designated as hedging instruments on the Consolidated Statements of Operations follows:

	Third Quarter					Nine Months
	(Loss) Gain Recognized in Other (Expense) Income, net 1					Gain (Loss) Recognized in Other (Expense) Income, net 1
	9/30/11			10/1/10		9/30/11		10/1/10
Foreign currency forward and option contracts	$	(1.2	)	$	6.4	$	5.3	$	(7.1	)

¹ The gains or losses from changes in the fair value of the derivative contracts are generally offset by gains or losses of the underlying transactions being hedged.

8. Product Warranties

We provide warranties for all of our products. The specific terms and conditions of those warranties vary depending on the product. We provide a basic limited warranty, for periods ranging from 90 days to 6 years.

The estimate of warranty liability involves many factors, including the number of units shipped, historical and anticipated rates of warranty claims, and cost per claim. We periodically assess the adequacy of the recorded warranty liability and adjust the amounts as necessary. Other adjustments to accruals for product warranties represent reductions due to favorable experience to previous estimates.

We classify the portion of warranty liability that we expect to incur in the next 12 months as a current liability. We classify the portion of warranty liability that we expect to incur more than 12 months in the future as a long-term liability. Product warranty liabilities are as follows:

	Third Quarter						Nine Months
	9/30/11			10/1/10			9/30/11			10/1/10
Balance – beginning of period	$	20.0		$	27.4		$	19.4		$	31.4
Accruals for product warranties		2.2			1.3			7.1			5.2
Settlements		(1.1	)		(1.1	)		(3.4	)		(4.0	)
Other adjustments to accruals for product warranties		(2.0	)		(3.5	)		(4.0	)		(8.5	)
Balance – end of period	$	19.1		$	24.1		$	19.1		$	24.1

Balance sheet classification - end of period	Balance at 9/30/11		Balance at 10/1/10
Other accrued liabilities	$	8.9	$	9.4
Other long-term liabilities		10.2		14.7
Total product warranty liabilities	$	19.1	$	24.1

9. Equity-Based Compensation

The Tellabs, Inc. Amended and Restated 2004 Incentive Compensation Plan (2004 Plan) provides for the grant of short-term and long-term incentives, including stock options, stock appreciation rights (SARs), restricted stock and performance stock units (PSUs). Equity-based grants vest over one to four years, with the majority vesting over a three-year period. We recognize compensation expense for stock options and restricted stock on a straight-line basis over the service period based on the fair value on the grant date. Stock options and SARs granted but unexercised expire 10 years from the grant date. Stockholders previously approved 53,889,977 shares for grant under the 2004 Plan, of which 19,664,129 remain available for grant at September 30, 2011.

Stock Options

We estimate the fair value of stock options using the Black-Scholes option-pricing model. This model requires the use of assumptions that will have a significant impact on the fair value estimate. The following table summarizes the assumptions used to compute the weighted average fair value of stock option grants:

	9/30/11			10/1/10
Expected volatility		46.5	%		42.0	%
Risk-free interest rate		2.1	%		2.2	%
Expected term (in years)		5.3			5.3
Expected dividend yield		1.5	%		1.0	%

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We based our calculation of expected volatility on a combination of historical and implied volatility for options granted. We based the risk-free interest rate on the U.S. Treasury yield curve in effect at the date of grant. We estimated the expected term of the options using their vesting period, post-vesting employment termination behavior and historical exercise patterns. We based the expected dividend yield on the option’s exercise price and annualized dividend rate at the date of grant.

The following is a summary of stock option activity during 2011 as of September 30, 2011:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in  millions)
Outstanding – beginning of year		26,851,964		$	11.18
Granted		2,238,378		$	5.27
Exercised		(349,348	)	$	1.48
Forfeited/expired		(6,813,634	)	$	20.86
Outstanding – end of period		21,927,360		$	7.72		4.3		$1.0
Exercisable – end of period		18,046,774		$	8.09		3.3		$0.7
Shares vested or expected to vest		21,658,295		$	7.74		4.2		$0.9

The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on our closing stock price as of September 30, 2011, that the option holders would have received had all holders exercised their options as of that date. The aggregate intrinsic value of exercised stock options during the third quarter of 2011 was $0.3 million.

The weighted average fair value of stock options granted during the first nine months of 2011 was $2.03.

Cash-Settled Stock Appreciation Rights

The 2004 Plan provides for the granting of cash-settled SARs in conjunction with, or independent of, the stock options under the 2004 Plan. These SARs allow the holder to receive in cash the difference between the cash-settled SARs’ grant price (the market value of our stock on the grant date) and the market value of our stock on the date the holder exercises the SAR. These cash payments were negligible in the first nine months of 2011 and 2010.

The following is a summary of cash-settled SARs activity during 2011 as of September 30, 2011:

	Shares			Weighted Average Exercise Price
Outstanding – beginning of year		445,233		$	7.73
Granted		74,100		$	4.72
Exercised		(800	)	$	4.12
Forfeited/expired		(58,536	)	$	7.96
Outstanding – end of period		459,997		$	7.22

Restricted Stock

The fair market value of restricted stock vested was $11.1 million in the first nine months of 2011. The weighted average grant date fair value of restricted stock was $5.32 per share in the first nine months of 2011 and $8.73 per share in the first nine months of 2010.

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The following is a summary of restricted stock activity during 2011 as of September 30, 2011:

	Shares			Weighted Average Grant Date Fair Value
Non-vested – beginning of year		5,372,417		$	7.19
Granted		2,888,125		$	5.32
Vested		(2,331,904	)	$	6.78
Forfeited		(776,110	)	$	7.09
Non-vested – end of period		5,132,528		$	6.35

Performance Stock Units

The 2004 Plan provides for the granting of PSUs. We granted 1,654,965 PSUs in the first nine months of 2011 and 1,140,333 PSUs in the first nine months of 2010. The PSUs granted in the first nine months of 2011 entitle the recipients to receive shares of our common stock commencing in March 2012, contingent on the achievement of strategic goals for the 2011 fiscal year. Following achievement of these measures and subject to continued employment, one-third of such shares will be issued in annual installments in February 2012, February 2013 and February 2014. At maximum target performance, we will issue two shares for each PSU granted. The weighted average price of PSUs granted in the first nine months of 2011 was $5.39 per share and the weighted average price of PSUs granted in the first nine months of 2010 was $7.73 per share.

The PSUs granted in 2010 entitle the recipients to receive shares of our common stock commencing in March 2011, contingent on the achievement of operating earnings targets for the 2010 fiscal year. Based upon above-target operating earnings of $237.0 million and market share and market penetration gains in some of the identified product areas, 125% of the PSUs were earned and 1.25 shares for each PSU granted will be paid out, subject to continued employment. The additional 25% resulted in 183,737 shares to be granted. We issued one-third (306,155 shares) of the total shares in the first quarter of 2011 and generally, one-third of such shares will be issued in annual installments in March 2012 and March 2013.

The following is a summary of PSU activity during 2011 as of September 30, 2011:

	Shares			Weighted Average Grant Date Fair Value
Non-vested – beginning of year		2,127,318		$	5.86
Granted1		1,838,702		$	5.57
Vested		(798,241	)	$	5.07
Forfeited		(699,676	)	$	7.25
Non-vested – end of period		2,468,103		$	5.51

¹ This includes the additional 183,737 shares from the 2010 grant that were earned based on 2010 operating earnings and strategic goals.

Equity-Based Compensation Expense

The following table sets forth the total equity-based compensation expense resulting from stock options, SARs, restricted stock, and PSUs by line item on the statement of operations:

	Third Quarter					Nine Months
	9/30/11		10/1/10			9/30/11			10/1/10
Cost of revenue – products	$	0.4	$	0.6		$	1.3		$	1.6
Cost of revenue – services		0.5		0.6			1.7			1.7
Research and development		2.3		2.3			7.9			6.5
Sales and marketing		1.0		1.5			3.7			4.0
General and administrative		2.1		2.5			7.3			6.9
Equity-based compensation expense before income taxes		6.3		7.5			21.9			20.7
Income tax benefit		—		(2.4	)		(2.6	)		(6.7	)
Total equity-based compensation expense after income taxes	$	6.3	$	5.1		$	19.3		$	14.0

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The following table sets forth the total equity-based compensation expense by type:

	Third Quarter				Nine Months
	9/30/11		10/1/10		9/30/11			10/1/10
Stock options	$	1.1	$	1.2	$	3.7		$	3.9
Cash settled SARs		—		0.1		(0.2	)		0.2
Restricted stock		3.8		4.9		13.6			12.4
Performance stock units		1.4		1.3		4.8			4.2
Total	$	6.3	$	7.5	$	21.9		$	20.7

As of September 30, 2011, we had $34.2 million of unrecognized equity-based compensation cost that we expect to recognize over a weighted average period of 1.8 years.

10. Income Taxes (Restated)

We recorded tax expense of $0.5 million in the third quarter and a tax benefit of $9.2 million for the first nine months of 2011. Tax expense reflects an effective tax rate below the federal statutory rate of 35% due to limitations on our ability to record a full tax benefit on losses from domestic operations, and the effect of establishing a valuation allowance against domestic deferred tax assets. Tax expense and the effective tax rate were unfavorably impacted in the third quarter by the impairment of goodwill, for which no tax benefit could be recorded, and by a $1.6 million expense in the third quarter to increase a valuation allowance on foreign deferred tax assets. In addition, tax expense and the effective tax rate were favorably impacted in the first nine months of 2011 by a $6.2 million benefit recorded in prior quarters from the reversal of tax accruals no longer required due to the settlement of audits or the expiration of a statute of limitations.

11. Comprehensive (Loss) Income

Comprehensive (loss) income for the third quarter and the first nine months of 2011 and 2010 consists of the following:

	Third Quarter						Nine Months
	9/30/11			10/1/10			9/30/11			10/1/10
	Restated						Restated
Net (loss) earnings	$	(130.1	)	$	56.8		$	(183.5	)	$	166.5
Net change in unrealized gains (losses) related to:
Available-for-sale securities, net of tax		0.9			(1.3	)		0.2			(1.6	)
Cash flow hedges, net of tax		—			—			—			1.3
Net investment hedges, net of tax		4.1			(5.1	)		(5.9	)		5.5
Foreign currency translation adjustments		(39.5	)		51.0			9.3			(22.5	)
Comprehensive (loss) income	$	(164.6	)	$	101.4		$	(179.9	)	$	149.2

12. Segment Information

We report operating results for three segments: Broadband, Transport and Services.

The Broadband segment includes data, access and managed access product portfolios that facilitate delivery of next-generation wireline and wireless services and the delivery of bundled voice, video and high-speed Internet/data services over copper-based and/or fiber-based networks. Data products include the Tellabs^® 7300 Metro Ethernet Switching Series, the Tellabs^® 8600 Managed Edge System, the Tellabs^® 8800 Multiservice Router Series and the Tellabs^® SmartCore^® 9100 Platform. Access offerings include the Tellabs^® 1000 Multiservice Access Series, the Tellabs^® 1100 Multiservice Access Series and the Tellabs^® 1600 Optical Network Terminal (ONT) Series. Managed access products include the Tellabs^® 6300 Managed Transport System and the Tellabs^® 8100 Managed Access System.

The Transport segment includes solutions that enable service providers to transport service and manage optical bandwidth by adding capacity when and where it’s needed. Wireline and wireless carriers use these products within the metropolitan portion of their transport networks to support wireless services, business services for enterprise customers, and triple-play voice, video and data services for residential customers. Product offerings include the Tellabs^® 3000 Series of voice-enhancement products, the Tellabs^® 5000 Series of digital cross-connect systems, and the Tellabs^® 7100 Optical Transport System (OTS).

The Services segment includes deployment, support services, training and professional services. These services support all phases of the network: planning, building and operating.

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We define segment profit as gross profit less research and development expenses. Segment profit excludes sales and marketing expenses, general and administrative expenses, the amortization of intangibles, restructuring and other charges, the impact of equity-based compensation and the goodwill and IPR&D impairment charges.

Consolidated revenue by segment follows:

	Third Quarter				Nine Months
	9/30/11		10/1/10		9/30/11		10/1/10
	Restated				Restated
Broadband	$	182.3	$	199.2	$	504.3	$	619.0
Transport		90.4		170.1		300.3		430.7
Services		57.1		60.5		164.3		182.1
Total	$	329.8	$	429.8	$	968.9	$	1,231.8

Segment profit and reconciliation to operating (loss) earnings by segment follows:

	Third Quarter						Nine Months
	9/30/11			10/1/10			9/30/11			10/1/10
	Restated						Restated
Broadband	$	28.4		$	48.8		$	38.1		$	195.7
Transport		7.4			71.6			47.8			168.3
Services		22.8			22.5			54.4			62.7
Total segment profit		58.6			142.9			140.3			426.7
Sales and marketing expenses		(41.4	)		(43.6	)		(126.9	)		(132.5	)
General and administrative expenses		(18.6	)		(24.0	)		(63.3	)		(73.7	)
Equity-based compensation		(3.1	)		(3.5	)		(11.1	)		(9.7	)
Intangible asset amortization		(5.0	)		(6.1	)		(15.3	)		(20.9	)
Restructuring and other charges		(19.5	)		—			(20.5	)		(9.5	)
Goodwill and IPR&D impairment		(102.7	)		—			(102.7	)		—
Operating (loss) earnings	$	(131.7	)	$	65.7		$	(199.5	)	$	180.4

The segments use many of the same assets. For internal reporting purposes, we do not allocate assets by segment and therefore asset, depreciation and amortization, or capital expenditure by segment information is not provided to our chief operating decision maker.

13. Contingencies

Legal Proceedings

We are subject to legal claims and litigation arising in the ordinary course of business, such as employment or intellectual property claims, including the matters described below. We are unable to determine the likelihood of an unfavorable outcome against us and are unable to reasonably estimate a range of loss, if any.

Makor Issues & Rights, Ltd. v. Tellabs, Inc. On June 18, 2002, a class action complaint was filed in the United States District Court of the Northern District of Illinois against Tellabs, Michael Birck (Chairman of the Board of Tellabs) and Richard Notebaert (former CEO, President and Director of Tellabs). Thereafter, eight similar complaints were also filed in the United States District Court of the Northern District of Illinois. All nine of these actions were subsequently consolidated, and on December 3, 2002, a consolidated amended class action complaint was filed against Tellabs, Mr. Birck, Mr. Notebaert, and certain other of our current or former officers and/or directors. The consolidated amended complaint alleged that during the class period (December 11, 2000-June 19, 2001) the defendants violated the federal securities laws by making materially false and misleading statements, including, among other things, allegedly providing revenue forecasts that were false and misleading, misrepresenting demand for our products, and reporting overstated revenue for the fourth quarter 2000 in our financial statements. Further, certain of the individual defendants were alleged to have violated the federal securities laws by trading our securities while allegedly in possession of material, non-public information about us pertaining to these matters. The consolidated amended complaint seeks unspecified restitution, damages and other relief.

On January 17, 2003, Tellabs and the other named defendants filed a motion to dismiss the consolidated amended class action complaint in its entirety. On May 19, 2003, the Court granted our motion and dismissed all counts of the consolidated amended complaint, while affording plaintiffs an opportunity to replead. On July 11, 2003, plaintiffs filed a second consolidated amended class action complaint against Tellabs, Messrs. Birck and Notebaert, and many (although not all) of the other previously named individual defendants, realleging claims similar to those contained in the previously dismissed consolidated amended class action complaint. We filed a second motion to dismiss on August 22, 2003, seeking the dismissal with prejudice of all claims alleged in the second consolidated amended class action complaint. On February 19, 2004, the Court issued an order granting that motion and dismissed the

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action with prejudice. On March 18, 2004, the plaintiffs filed a Notice of Appeal to the United States Federal Court of Appeal for the Seventh Circuit, appealing the dismissal. The appeal was fully briefed and oral argument was heard on January 21, 2005. On January 25, 2006, the Seventh Circuit issued an opinion affirming in part and reversing in part the judgment of the district court, and remanding for further proceedings. On February 8, 2006, defendants filed with the Seventh Circuit a petition for rehearing with suggestion for rehearing en banc. On April 19, 2006, the Seventh Circuit ordered plaintiffs to file an answer to the petition for rehearing, which was filed by the plaintiffs on May 3, 2006. On July 10, 2006, the Seventh Circuit denied the petition for rehearing with a minor modification to its opinion, and remanded the case to the district court. On September 22, 2006, defendants filed a motion in the district court to dismiss some (but not all) of the remaining claims. On October 3, 2006, the defendants filed with the United States Supreme Court a petition for a writ of certiorari seeking to appeal the Seventh Circuit’s decision. On January 5, 2007, the defendants’ petition was granted. The United States Supreme Court heard oral arguments on March 28, 2007. On June 21, 2007, the United States Supreme Court vacated the Seventh Circuit’s judgment and remanded the case for further proceedings. On November 1, 2007, the Seventh Circuit heard oral arguments for the remanded case. On January 17, 2008, the Seventh Circuit issued an opinion adhering to its earlier opinion reversing in part the judgment of the district court, and remanded the case to the district court for further proceedings. On February 24, 2009, the district court granted plaintiffs’ motion for class certification. On August 13, 2010, the Court granted in large part Tellabs’ motion for summary judgment. Subsequently, the parties agreed to settle the lawsuit and on July 27, 2011, the Court granted the plaintiffs’ motion for final approval of class action settlement and dismissed the lawsuit without prejudice. The lawsuit is scheduled to be dismissed with prejudice on June 15, 2012. All settlement amounts will be paid by Tellabs’ insurers.

Fujitsu Network Communications Inc. v. Tellabs, Inc. On January 28, 2008, Fujitsu Network Communications, Inc. and Fujitsu Limited filed a complaint in the United States District Court for the Eastern District of Texas against Tellabs in a case captioned Fujitsu Network Communications, Inc. and Fujitsu Limited v. Tellabs, Inc. and Tellabs Operations, Inc., Civil Action No. 6:08-cv-00022-LED. The complaint alleges infringement of U.S. Patent Nos. 5,526,163, 5,521,737, 5,386,418 and 6,487,686, and seeks unspecified damages including enhanced damages, as well as attorney fees and other remedies including injunctive relief. On March 21, 2008, Tellabs filed its answer, defenses and counterclaims in response to the complaint. A trial date had been set for May 10, 2010, in the Eastern District of Texas, however on July 7, 2009, the court granted Tellabs’ motion to transfer and issued an order transferring the action to the United States District Court for the Northern District of Illinois (Case No. 1:09-cv-04530). On September 15, 2009, the Court in the Northern District of Illinois consolidated this action, for discovery purposes only, with the action instituted by Tellabs against Fujitsu in the Northern District of Illinois. On November 4, 2010, the Court dismissed with prejudice Fujitsu’s claim for infringement of Fujitsu’s U.S. Patent No. 6,487,686. In conjunction with the dismissal, Fujitsu signed a covenant not to sue Tellabs for infringement as to any claim of Fujitsu’s U.S. Patent No. 6,487,686, as to any Tellabs products as they currently exist or existed in the past. On March 31, 2011, the Court issued an Order denying a motion by Tellabs for summary judgment of invalidity based on indefiniteness of Fujitsu’s U.S. Patent No. 5,386,418, and granting a motion by Fujitsu for summary judgment for judicial correction of an error in asserted Claim 1 of the same patent as originally issued. The Court issued a Markman ruling on Fujitsu’s U.S. Patent Nos. 5,526,163, 5,521,737 and 5,386,418, as well as patents from the consolidated action, in a Memorandum Opinion and Order dated September 29, 2011. On this same date the Court denied Fujitsu’s Motion for Leave to File First Amended Complaint and granted Tellabs’ motion to disallow the filing of Fujitsu’s First Amended Complaint and Fujitsu’s supplemental infringement contentions. Fujitsu’s motion had sought to amend its allegations of direct infringement with respect to products from Tellabs’ 5500, NGX, 7100 and 6300 product lines with various additional allegations, including allegations of indirect infringement. Fujitsu thereafter filed a further motion now pending before the Court to amend its final infringement contentions. The parties currently remain in the discovery phase, and a trial date has been set for July 16, 2012.

Tellabs Operations, Inc. v. Fujitsu Limited and Fujitsu Network Communications Inc. On June 11, 2008, Tellabs Operations, Inc. filed a complaint in the United States District Court for the Northern District of Illinois against Fujitsu Limited and Fujitsu Network Communications, Inc. in a case captioned Tellabs Operations, Inc. v. Fujitsu Limited and Fujitsu Network Communications, Inc. Civil Action No. 1:08-cv-3379. The complaint alleges infringement of Tellabs Operations, Inc.’s U.S. Patent No. 7,369,772, and seeks unspecified damages including enhanced damages, as well as attorney fees and other remedies including injunctive relief. On September 5, 2008, each of Fujitsu Limited and Fujitsu Network Communications, Inc. served its answer, defenses and counterclaims in response to the complaint. Fujitsu Limited also brought counterclaims against Tellabs, Inc. and Tellabs Operations, Inc. alleging infringement of two U.S. patents, namely U.S. Patent Nos. 5,533,006 and 7,227,681, seeking unspecified damages including enhanced damages, as well as attorney fees and other remedies including injunctive relief. On September 22, 2008, Tellabs Operations, Inc. filed its answer to the counterclaims of Fujitsu Network Communications, Inc., and also filed its counterclaims and reply to counterclaims of Fujitsu Limited. On that same date, Tellabs, Inc. filed its answer and counterclaims against Fujitsu Limited. On September 15, 2009, the Court in the Northern District of Illinois consolidated this action, for discovery purposes only, with the action filed by Fujitsu transferred to the Northern District of Illinois by the Eastern District of Texas. On March 31, 2011, the Court issued an Order granting Tellabs’ motion for summary judgment of invalidity of all claims of Fujitsu’s U.S. Patent No. 5,533,006. The Court issued a Markman ruling on U.S. Patent Nos. 7,369,772 and 7,227,681, as well as patents from the consolidated action, in a Memorandum Opinion and Order dated September 29, 2011. The parties currently remain in the discovery phase, and a trial date has been set for July 16, 2012.

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Telcordia Technologies Inc. v. Tellabs, Inc. On May 4, 2009, Telcordia Technologies, Inc. filed a complaint against Tellabs in the United States District Court for the District of New Jersey in a case captioned Telcordia Technologies Inc. v. Tellabs, Inc., Civil Action No. 2:09-cv-02089. The complaint alleges infringement of U.S. Patent Nos. 4,893,306, 4,835,763 and Re. 36,633, and seeks unspecified damages including enhanced damages, as well as attorney fees and other remedies including injunctive relief. On July 27, 2009, Telcordia filed a first amended complaint adding Tellabs Operations, Inc. and Tellabs North America, Inc. as additional defendants. On September 1, 2009, Tellabs filed answers, defenses and counterclaims in response to the first amended complaint. On December 15, 2009, the Court granted Tellabs’ motion to transfer, which resulted in a transfer of the action to the United States District Court for the District of Delaware (Case No. 1:2009cv00978). The parties are in the early phases of discovery. A trial date has not yet been set.

Lambda Optical Solutions, LLC v. Alcatel-Lucent SA, et al. On June 4, 2010, a complaint was filed in the United States District Court for the District of Delaware against Tellabs and several other companies in a case captioned Lambda Optical Solutions, LLC v. Alcatel-Lucent SA, et al., Civil Action No. 1:10-cv-00487-UNA. The complaint alleges infringement of U.S. Patent Nos. 6,973,229, and seeks unspecified damages including enhanced damages, as well as interest, costs, expenses, attorney fees and other remedies including injunctive relief. Tellabs was served with the Complaint on September 13, 2010. Tellabs responded to the Complaint on November 2, 2010, denying Lambda’s allegations. The parties are in the earliest phases of the litigation. No trial date has been set.

Cheetah Omni, LLC v. Tellabs, Inc. On June 3, 2011, a complaint was filed in the United States District Court for the Eastern District of Michigan Southern Division against Tellabs in a case captioned Cheetah Omni, LLC v. Tellabs, Inc. and Tellabs North America, Inc., Civil Action No. 2:11-cv-12429-VAR-MAR. The complaint alleges infringement of U.S. Patent Nos. 6,940,647 and 6,856,459, and seeks unspecified damages, as well as interest, costs, disbursements, attorney fees and other remedies including injunctive relief. Tellabs was never served with the complaint, and on July 29, 2011, Cheetah Omni sought voluntary dismissal of the action which in turn was granted by the Court. As a result, the action is now closed.

Cheetah Omni, LLC v. Alcatel-Lucent USA Inc. et al. On July 29, 2011, a complaint was filed in the United States District Court for the Eastern District of Texas, Tyler Division, against Tellabs and several other companies in a case captioned Cheetah Omni LLC v. Alcatel-Lucent USA Inc. et al., Civil Action No. 6:11cv390. The complaint includes allegations of infringement by Tellabs, Inc., Tellabs Operations, Inc., and Tellabs North America, Inc., of U.S. Patent Nos. 6,888,661, 6,847,479, 6,856,459 and 6,940,647, and seeks unspecified damages, as well as interest, costs, disbursements, attorney fees and other remedies including injunctive relief. Tellabs was served with the original complaint on August 31, 2011. Before any response to the original complaint was due, Tellabs was served with an amended complaint on October 14, 2011. Tellabs is reviewing the amended complaint. A response to the amended complaint is presently due November 8, 2011. A trial date has not yet been set in the case.

Apart from the matters described above, we are and in the future may be subject to various legal proceedings, claims and litigation arising in the ordinary course of business.

The proceedings described above, including the Fujitsu matters, the Telcordia matter, the Lambda matter, and the Cheetah Omni matters, involve costly litigation and may result in diverting management’s time, attention and resources, delaying or halting product shipments or services delivery, requiring us to pay amounts in any damages and/or settlements, requiring us to enter into royalty-bearing licensing arrangements or to obtain substitute technology of lower quality or higher costs, and otherwise imposing obligations or restrictions on us and our business. We may be unsuccessful in any such litigation, despite the time, money, energy and bases for our assertion and/or defense of the matters. We may also be unable, if necessary, to enter into licensing arrangements or to obtain substitute technology on commercially reasonable terms or any terms. Any such settlements or inability to prevail or mitigate any liability or to obtain such licensing arrangements or substitute technology may adversely affect our business, financial condition and operating results. See Item 1A, Risk Factors.

14. Stock Repurchase Programs

We repurchase outstanding common stock under two programs authorized by our Board of Directors, the Rule 10b5-1 program and a repurchase program of up to $600 million of outstanding common stock. In addition, we purchase shares to cover withholding taxes on shares issued under employee stock plans.

Under the 10b5-1 program, we intend to continue to use cash generated by employee stock option exercises (other than those of Company officers and board members) to repurchase stock. We purchased 10,057 shares for $42,980 in the third quarter of 2011 and 0.1 million shares for $0.6 million in the first nine months of 2011 under this program.

As of September 30, 2011, we purchased 56.6 million shares of our common stock under the $600 million repurchase program at a total cost of $375.4 million, leaving $224.6 million available to be purchased under this program. We did not purchase any shares under this program in the third quarter and first nine months of 2011. We may change our repurchase activity and we provide no assurance that we will continue our repurchase activity in the future.

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In addition, we purchased 19,164 shares for $0.1 million in the third quarter of 2011 and 0.9 million shares for $4.4 million in the first nine months of 2011 to cover withholding taxes on shares issued under employee stock plans.

We record repurchased shares as Treasury stock.

15. Net (Loss) Earnings Per Share

The following table sets forth the computation of net (loss) earnings per share:

	Third Quarter					Nine Months
	9/30/11			10/1/10		9/30/11			10/1/10
	Restated					Restated
Numerator:
Net (loss) earnings	$	(130.1	)	$	56.8	$	(183.5	)	$	166.5
Denominator:
Denominator for basic net (loss) earnings per share – weighted average shares outstanding		365.2			376.3		364.3			382.1
Effect of dilutive securities:
Employee stock options and restricted and performance stock awards		—			3.5		—			4.6
Denominator for diluted net (loss) earnings per share – adjusted weighted average shares outstanding and assumed conversions		365.2			379.8		364.3			386.7
Net (loss) earnings per share, basic	$	(0.36	)	$	0.15	$	(0.50	)	$	0.44
Net (loss) earnings per share, diluted	$	(0.36	)	$	0.15	$	(0.50	)	$	0.43
Anti-dilutive employee equity-based awards, excluded (in shares)1		22.2			17.8		24.2			18.7

¹ We exclude certain employee equity-based awards from the weighted average shares outstanding computation because the exercise price was greater than the average market price of the common shares; therefore, the effect would have been anti-dilutive.

Under U.S. GAAP, dilutive securities are not included in the computation of diluted earnings per share when a company is in a loss position. If we were not in a loss position, diluted weighted average shares outstanding would have been 365.9 million in the third quarter of 2011 and 366.4 million in the first nine months of 2011.

Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition

As discussed in the Explanatory Note and Note 1a — Restatement — we have restated our previously issued unaudited consolidated financial statements. This Management’s Discussion and Analysis of Results of Operations and Financial Condition has been revised to reflect the effects of the restatement.

Introduction and Overview of Business

Tellabs designs, develops and supports telecommunications networking products. We generate revenue principally through the sale of these products to communications service providers worldwide as both stand-alone network elements and as elements of integrated solutions. We also generate revenue by providing services to our customers. We operate in three business segments: Broadband, Transport and Services.

The Broadband segment includes data, access and managed access product portfolios that facilitate mobile communications, wireline business services and bundled consumer services.

• Revenue from data products is driven by the need for wireless and wireline carriers to deliver next-generation voice, video and Internet services.

• Revenue from access products is primarily driven by the need for wireline carriers to deliver bundled voice, video and Internet services to residential customers.

• Revenue from managed access products is driven by the need for wireless and wireline carriers to deliver mobile voice and Internet services and business-oriented voice, video and Internet services.

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The Transport segment includes optical networking systems, digital cross-connect systems and voice-quality enhancement products. Revenue for these products is driven by the needs of wireline and wireless carriers to deliver mobile services, business-oriented services and residential services.

The Services segment includes deployment, support, training and professional services. Revenue from deployment, support and training services arises primarily from the sales of products and continues to represent the majority of Services revenue, while the balance comes from professional services offerings.

Tellabs operates in a dynamic industry. Customer consolidation has resulted in increased pricing pressure. In addition, customer spending is pressured and competition is heightened on a global basis. Some equipment suppliers have also consolidated. Heightened competition by these suppliers has resulted in increased pricing pressure for Tellabs and some of its direct competitors.

Within this backdrop, we continue to transform the company with new products and services. The company is evolving from a core product and services portfolio based primarily on the circuit-switched Time Division Multiplexing (TDM) technology used in our digital cross-connect and managed access products to a growth portfolio based on the packet-switching and Internet Protocol (IP) technology used in our data and optical networking products. Given the level of research and development expenses in early lifecycle products, this growth portfolio is not presently profitable.

Management continues to define and implement initiatives to improve overall performance. On July 25, 2011, management initiated a restructuring plan that will enable us to align our cost structure to current business conditions. This restructuring plan primarily implements workforce reductions of about 330 or 10% of employees. As a consequence of our increased focus on growth markets and growth products, we are still hiring people with different skill sets as needed around the world, therefore, we expect our net headcount to decline by about 150 people through the second quarter of 2012.

RESULTS OF OPERATIONS

Net loss in the third quarter of 2011 was $130.1 million or $0.36 per share (basic and diluted), compared with net earnings of $56.8 million or $0.15 per share (basic and diluted) in the third quarter of 2010. For the first nine months of 2011, net loss was $183.5 million or $0.50 per share (basic and diluted), compared with net earnings of $166.5 million or $0.44 per basic share and $0.43 per diluted share in the first nine months of 2010. The loss in both periods of 2011 was driven by lower revenue and gross profit margins and higher operating expenses (resulting from goodwill and in-process research and development (IPR&D) impairments, restructuring and other charges, and increased research and development expenses).

Revenue (in millions)

	Third Quarter							Nine Months
	2011		2010		Change			2011		2010		Change
Products	$	272.7	$	369.3		(26.2	)%	$	804.6	$	1,049.7		(23.3	)%
Services		57.1		60.5		(5.6	)%		164.3		182.1		(9.8	)%
Total revenue	$	329.8	$	429.8		(23.3	)%	$	968.9	$	1,231.8		(21.3	)%

Third quarter 2011 compared with third quarter 2010

On a geographic basis, revenue from customers outside North America grew to $178.8 million (or 54% of total revenue), up 35.7% from $131.8 million (or 31% of total revenue) as revenue increased in all geographic regions outside North America. Revenue from customers in North America (United States and Canada) was $151.0 million (or 46% of total revenue), compared with $298.0 million (or 69% of total revenue). Revenue declined across all three segments.

Revenue from our growth portfolio (the Tellabs^® 6300 Managed Transport System, the Tellabs^® 7100 Optical Transport System, the Tellabs^® 7300 Metro Ethernet Switching Series, the Tellabs^® 8600 Managed Edge System, the Tellabs^® 8800 Multiservice Router Series, the Tellabs SmartCore^® 9100 Platform, and professional services) was $202.6 million (or 61% of total revenue), compared with $224.4 million (or 52% of total revenue). Given the level of research and development expenses in early lifecycle products, this portfolio is not presently profitable.

Our core portfolio (the Tellabs^® 5000 series of digital cross-connect systems, the Tellabs^® 8100 Managed Access System, the Tellabs^® 8000 Intelligent Network Manager, the Tellabs^® 3000 Series of voice-enhancement products, the Tellabs Access products and deployment, training and support services) accounted for $127.2 million (or 39% of total revenue), compared with $205.4 million (or 48% of total revenue).

Nine months 2011 compared with nine months 2010

On a geographic basis, revenue from customers outside North America grew to $465.6 million (or 48% of total revenue) up 41.3% from $329.6 million (or 27% of total revenue) as revenue increased in all geographic regions outside North America. Revenue from

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customers in North America was $503.3 million (or 52% of total revenue), compared with $902.2 million (or 73% of total revenue). Revenue declined across all three segments.

Revenue from our growth portfolio was $582.3 million (or 60% of total revenue), compared with $682.9 million (or 55% of total revenue). Our core portfolio accounted for $386.6 million (or 40% of total revenue), compared with $548.9 million (or 45% of total revenue).

Gross Margin

	Third Quarter									Nine Months
	2011			2010			% Point Change			2011			2010			% Point Change
Products		41.8	%		52.5	%		(10.7	)		39.9	%		54.6	%		(14.7	)
Services		39.1	%		36.4	%		2.7			32.1	%		33.5	%		(1.4	)
Consolidated		41.3	%		50.2	%		(8.9	)		38.6	%		51.5	%		(12.9	)

Products gross margins decreased in both periods of 2011 compared with the year-ago periods, primarily as a result of lower revenue from digital cross-connect systems and data products in North America. Services gross margin increased in the third quarter of 2011, compared with the year-ago period, as higher professional and support services revenue was partially offset by lower revenue from deployment services. Services gross margin decreased in the first nine months of 2011, compared with the year-ago period, as higher professional and support services revenue was offset by lower deployment services revenue.

Operating Expenses (in millions)

	Third Quarter							Percent of Revenue
	2011		2010		Change			2011			2010
Research and development	$	80.8	$	76.3	$	4.5			25.7	%		17.8	%
Sales and marketing		41.4		43.6		(2.2	)		13.2	%		10.1	%
General and administrative		18.6		24.0		(5.4	)		5.9	%		5.6	%
Subtotal		140.8		143.9		(3.1	)		44.9	%		33.5	%
Intangible asset amortization		5.0		6.1		(1.1	)
Restructuring and other charges		19.5		—		19.5
Goodwill and IPR&D impairment		102.7		—		102.7
Total operating expenses	$	268.0	$	150.0	$	118.0

	Nine Months							Percent of Revenue
	2011		2010		Change			2011			2010
Research and development	$	244.6	$	216.8	$	27.8			25.2	%		17.6	%
Sales and marketing		126.9		132.5		(5.6	)		13.1	%		10.8	%
General and administrative		63.3		73.7		(10.4	)		6.5	%		6.0	%
Subtotal		434.8		423.0		11.8			44.8	%		34.3	%
Intangible asset amortization		15.3		20.9		(5.6	)
Restructuring and other charges		20.5		9.5		11.0
Goodwill and IPR&D impairment		102.7		—		102.7
Total operating expenses	$	573.3	$	453.4	$	119.9

Operating expenses increased in both periods of 2011, compared with the year-ago periods, primarily due to the goodwill and IPR&D impairments and restructuring and other charges incurred in the third quarter of 2011. Excluding these charges, operating expenses in the third quarter of 2011 were $135.3 million, down from $137.7 million in the third quarter of 2010. For the first nine months of 2011, operating expenses (excluding the charges incurred in the third quarter of 2011) were $415.7 million compared with $405.8 million in the comparable period of 2010 as increased research and development offset lower general and administrative and sales and marketing expenses. Restructuring and other charges in both periods of 2011 are primarily due to severance.

25

Other Income (in millions)

	Third Quarter								Nine Months
	2011			2010		Change			2011			2010		Change
Interest income, net	$	3.0		$	2.3	$	0.7		$	9.4		$	9.2	$	0.2
Other (expense) income, net		(0.9	)		4.9		(5.8	)		(2.6	)		9.7		(12.3	)
Total other income	$	2.1		$	7.2	$	(5.1	)	$	6.8		$	18.9	$	(12.1	)

Interest income, net, increased during the third quarter of 2011 and for the first nine months of 2011 due to higher yields compared with the same periods in 2010. Other (expense) income, net, was lower in the third quarter and first nine months of 2011, compared with the same periods in 2010, primarily due to gains on sales of marketable securities in the third quarter and nine months of 2010. In addition, we recorded a $0.6 million write-down of long-term equity investments in the third quarter of 2011. Other (expense) income, net for the first nine months of 2011 includes a charge of $1.8 million for other-than-temporary impairments from investments in marketable securities and write-downs of long-term equity investments.

Income Taxes

In the third quarter of 2011, income tax expense was $0.5 million, compared with $16.1 million in the year-ago quarter. Tax expense decreased due to losses from domestic operations that were partially offset by increased income from foreign operations. Tax benefits associated with domestic losses and credits have been offset by the establishment of a valuation allowance against our domestic deferred tax assets.

For the first nine months of 2011, we reported a tax benefit of $9.2 million, compared with tax expense of $32.8 million in the comparable period of 2010. In the first nine months of 2011, a benefit of $6.2 million was recorded from the reversal of tax accruals no longer required due to settlement of tax audits and the expiration of a statute of limitations, compared with a similar benefit of $16.9 million in the first nine months of 2010. Excluding these benefits, tax expense declined due to losses from domestic operations that were partially offset by increased income from foreign operations. Tax benefits associated with domestic losses and credits have been substantially offset by a valuation allowance on domestic deferred tax assets.

Segments

We operate in three business segments: Broadband, Transport and Services. The Broadband segment includes three product categories: data, managed access and access products.

Segment Revenue (in millions)

	Third Quarter							Nine Months
	2011		2010		Change			2011		2010		Change
Broadband	$	182.3	$	199.2		(8.5	)%	$	504.3	$	619.0		(18.5	)%
Transport		90.4		170.1		(46.9	)%		300.3		430.7		(30.3	)%
Services		57.1		60.5		(5.6	)%		164.3		182.1		(9.8	)%
Total revenue	$	329.8	$	429.8		(23.3	)%	$	968.9	$	1,231.8		(21.3	)%

Segment Profit* (in millions)

	Third Quarter							Nine Months
	2011		2010		Change			2011		2010		Change
Broadband	$	28.4	$	48.8		(41.8	)%	$	38.1	$	195.7		(80.5	)%
Transport		7.4		71.6		(89.7	)%		47.8		168.3		(71.6	)%
Services		22.8		22.5		1.3	%		54.4		62.7		(13.2	)%
Total segment profit	$	58.6	$	142.9		(59.0	)%	$	140.3	$	426.7		(67.1	)%

* We define segment profit as gross profit less research and development expenses. Segment profit excludes sales and marketing expenses, general and administrative expenses, the amortization of intangibles, restructuring and other charges, the impact of equity-based compensation and the goodwill and IPR&D impairment charges.

Third quarter 2011 compared with third quarter 2010

Broadband Segment

Revenue from the Broadband segment was $182.3 million, compared with $199.2 million. Within this segment, increased revenue from managed access products was offset by lower revenue from data and access products. Managed access revenue was $44.8 million, up 48.3% compared with $30.2 million. Most of this increase came from higher revenue from managed access systems. Data product revenue was $94.3 million, compared with $111.0 million as higher revenue from managed edge systems was offset by lower revenue from our multi-service router series. Access revenue was $43.2 million, compared with $58.0 million primarily as a result of

26

lower revenue from single-family optical network terminal (ONT) units. Broadband segment profit was $28.4 million, compared with $48.8 million. The decline in segment profit was driven primarily by lower revenue from multi-service router series products and higher research and development expenses.

Transport

Revenue from the Transport segment was $90.4 million, compared with $170.1 million. Within this segment, revenue from digital cross-connect systems and optical transport systems declined. Transport segment profit was $7.4 million, compared with $71.6 million. The decline in segment profit was driven primarily by the lower level of digital cross-connect system revenue.

Services

Revenue from the Services segment was $57.1 million, compared with $60.5 million. The decline in segment revenue was driven primarily by lower deployment revenue, which was partially offset by higher professional and support revenue. Services segment profit was $22.8 million, compared with $22.5 million. The slight increase in segment profit was driven primarily by higher professional and support services revenue, which was partially offset by lower revenue from deployment services.

Nine months 2011 compared with nine months 2010

Broadband Segment

Revenue from the Broadband segment was $504.3 million, compared with $619.0 million. Within this segment, increased revenue from managed access products was offset by lower revenue from data and access products. Managed access revenue was $99.0 million, up 10.0% from $90.0 million. Within this category, increased revenue from managed access systems offset lower revenue from SDH transport systems. Data product revenue was $282.2 million, compared with $400.5 million as increased revenue from managed edge systems was offset by lower revenue from our multi-service router series. Access revenue was $123.1 million, compared with $128.5 million, as increased revenue from access systems was offset by lower revenue from single-family ONTs. Broadband segment profit was $38.1 million, compared with $195.7 million. The decline in segment profit was driven primarily by lower revenue from our multi-service router series and higher research and development expenses.

Transport Segment

Revenue from the Transport segment was $300.3 million, compared with $430.7 million. Within this segment, increased revenue from optical transport systems was offset by lower revenue from digital cross-connect systems. Transport segment profit was $47.8 million, compared with $168.3 million. The decline in segment profit was driven primarily by the lower level of digital cross-connect system revenue.

Services

Revenue from the Services segment was $164.3 million, compared with $182.1 million. The decline in segment revenue was driven primarily by lower deployment revenue, which was partially offset by higher support revenue. Services segment profit was $54.4 million, compared with $62.7 million. The decrease in segment profit was primarily due to higher professional and support services revenue, which was partially offset by lower revenue from deployment services.

Financial Condition, Liquidity & Capital Resources

Our principal source of liquidity remained cash, cash equivalents and marketable securities of $1,030.1 million as of September 30, 2011, which decreased by $104.4 million since year-end 2010. Of the total cash, cash equivalents and marketable securities, as of September 30, 2011, $391.6 million was held in subsidiaries outside the United States. Cash generated from operating activities in the third quarter of 2011 was $21.5 million. Cash used for operating activities during the nine months of 2011 was $31.8 million.

During the third quarter of 2011, we distributed $7.3 million to our stockholders through a quarterly cash dividend and repurchased 10,057 shares of common stock at a cost of $42,980 under the 10b5-1 plan. During the nine months of 2011, we distributed $21.8 million through our quarterly cash dividends and repurchased 0.1 million shares of common stock at a cost of $0.6 million under the 10b5-1 plan.

We provide no assurance as to a future declaration or payment of cash dividends nor do we provide future assurance of repurchases of common stock.

We believe that our investments are highly liquid instruments. We may rebalance the portfolio from time to time, which may affect the duration, credit structure and future income of investments.

Based on historical performance and current forecasts, we believe the company’s cash, cash equivalents and marketable securities will satisfy working capital needs, capital expenditures and other liquidity requirements related to existing operations for the next 12 months. Future available sources of working capital, including cash, cash equivalents, and marketable securities, cash generated from future operations, short-term or long-term financing, equity offerings or any combination of these sources, should allow us to meet our long-term liquidity needs. Current policy is to use cash, cash equivalents and marketable securities to fund business operations, to expand business, potentially through acquisitions, to repurchase common stock and to pay a cash dividend.

27

Goodwill and Intangible Assets

We review goodwill annually for impairment, unless potential interim indicators exist that could result in an impairment. Given that we have continued to experience a significant decline in business volumes from a major customer that has had an adverse impact on the results of the Broadband segment, which is not expected to reverse in the near-term, and since Tellabs’ overall market capitalization continued to fall below book value, we completed an interim goodwill impairment review for the Broadband segment. Step one of this review involved determining the Broadband segment’s fair value using the present value of future cash flows based on estimates, judgments and assumptions that management believes are appropriate for the circumstances (Level 3 fair value assumptions, see Note 5, Fair Value Measurements). We determined that the fair value of the Broadband segment was below its carrying value, which necessitated a step two review to determine whether or not to record a goodwill impairment charge.

The step two review involved determining the fair value of the identifiable net assets of the Broadband segment, excluding goodwill, and comparing this to the fair value from step one. We determined that the fair value of the identifiable net assets, excluding goodwill, was greater than the fair value of the segment, resulting in no value attributable to goodwill. Consequently, the financial results for the third quarter of 2011 include an impairment charge for the full amount of Broadband segment goodwill, amounting to $82.7 million.

The remaining goodwill balance of $122.3 million at September 30, 2011, relates entirely to the Services segment. Based on the step one review of the Services segment, we determined that the fair value of this segment was significantly greater than its carrying value, requiring no further review.

In conjunction with the interim goodwill impairment review, we assessed the valuation of our indefinite-lived intangible assets, which consists of in-process research and development (IPR&D). For IPR&D, the review involves determining the present value of future cash flows based on estimates, judgments, and assumptions that management believes are appropriate for the circumstances. Updated management projections related to the IPR&D from the WiChorus acquisition in 2009 resulted in an impairment charge in the third quarter of 2011 of $20.0 million.

We review intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. As a result of certain impairment indicators discussed above, we completed a test for recoverability of our amortizable intangible assets in the third quarter of 2011. This test involved comparing the carrying value of the assets to the net undiscounted cash flows expected to be generated from the assets. Based on this test, we determined that the assets are recoverable, requiring no further review.

The impairment charges for both goodwill and IPR&D, a combined $102.7 million, are included in the Consolidated Statements of Operations as Goodwill and IPR&D Impairment.

GAAP Sequential Comparisons

We believe that comparing some quarterly Statement of Operations data on a sequential basis provides important supplemental information to management and investors regarding financial and business trends relating to our financial results. Commonly compared sequential comparisons of GAAP data include total revenue, segment revenue and profit, geographic revenue split and the split between growth and core portfolios.

Third quarter 2011 compared with second quarter 2011

Total revenue was $329.8 million, up 4.1% compared with $316.7 million. Increased Broadband segment revenue and essentially flat Services segment revenue were offset by lower Transport segment revenue.

Total Broadband segment revenue was $182.3 million, up 22.3% from $149.0 million. Within this segment, revenue increased accross all product categories. Managed access revenue was $44.8 million, up 61.2% from $27.8 million, as increased revenue from managed access systems offset lower revenue from SDH transport systems. Access revenue was $43.2 million, up 8.5% from $39.8 million, as increased revenue from single family ONT units was essentially offset by lower revenue from access systems. Data revenue was $94.3 million, up 15.8% compared with $81.4 million. Increased revenue from the multi-service edge router series offset lower revenue from managed edge systems. Broadband segment profit was $28.4 million, compared with loss of $10.0 million. The increase in segment profit was driven primarily by the higher level of managed access and data revenue.

Transport segment revenue was $90.4 million, compared with $110.5 million, as revenue from both digital cross-connect systems and optical transport systems declined. Transport segment profit, driven by lower digital cross-connect and optical transport system revenue, was $7.4 million compared with $24.4 million.

Services segment revenue was $57.1 million, compared with $57.2 million. Within this segment increased revenue from professional services was essentially offset by lower revenue from deployment and support services. Services segment profit, driven primarily by

28

increased professional services revenue, partially offset by lower deployment and services revenue, was $22.8 million, compared with $21.6 million in the prior quarter.

Revenue from customers outside North America was $178.8 million (or 54% of total revenue) up 28.2% from $139.5 million (or 44% of total revenue). North American revenue was $151.0 million (or 46% of total revenue) compared with $177.2 million (or 56% of total revenue).

Growth portfolio revenue was $202.6 million (or 61% of total revenue), compared with $185.3 million (or 58% of total revenue). Given the level of research and development expenses in early lifecycle products, this portfolio is not presently profitable. Core portfolio revenue was $127.2 million (or 39% of total revenue), compared with $131.4 million (or 42% of total revenue).

Non-GAAP Financial Measures and Comparisons

We believe that comparing some quarterly non-GAAP financial measures on a sequential basis provides important supplemental information to management and investors regarding financial and business trends relating to our financial results. Commonly compared non-GAAP financial data includes gross profit as a percentage of revenue, operating expenses, operating earnings, net earnings and net earnings per share. A complete reconciliation between non-GAAP financial measures and the GAAP financial measures, along with an explanation of why we believe non-GAAP measures to be of value to management and investors, is contained in the Reconciliation of Non-GAAP Adjustments on pages 30 through 33.

Third quarter 2011 compared with second quarter 2011

Non-GAAP gross profit margin was 41.6%, compared with 36.7% in the prior quarter as the higher level of managed access and data product revenue more than offset lower Transport segment revenue.

Non-GAAP operating expenses were $135.3 million, down from $138.3 million. A slight increase in sales and marketing expenses was offset by lower spending across the rest of the business.

Non-GAAP operating earnings were $1.8 million, compared with a loss of $22.0 million. Increased revenue, lower operating expenses and improved gross profit margin enabled us to move from a non-GAAP loss to earnings.

Driven primarily by the higher level of managed access and data revenue, non-GAAP net earnings were $3.1 million or $0.01 per share (basic and diluted), compared with net loss of $13.6 million or $0.04 per share (basic and diluted).

29

TELLABS, INC.

RECONCILIATION OF NON-GAAP ADJUSTMENTS (1)

(Unaudited)

	Third Quarter 2011									Third Quarter 2010
In millions, except per-share data	As Restated			Adjustments			Non-GAAP			As Reported			Adjustments			Non-GAAP
Revenue
Products	$	272.7		$	—		$	272.7		$	369.3		$	—		$	369.3
Services		57.1			—			57.1			60.5			—			60.5
Total revenue		329.8			—			329.8			429.8			—			429.8
Cost of Revenue
Products (a)		158.7			(0.3	)		158.4			175.6			(0.6	)		175.0
Services (a)		34.8			(0.5	)		34.3			38.5			(0.6	)		37.9
Total cost of revenue		193.5			(0.8	)		192.7			214.1			(1.2	)		212.9
Gross Profit		136.3			0.8			137.1			215.7			1.2			216.9
Gross profit as a percentage of revenue		41.3	%		0.1	%		41.6	%		50.2	%		0.3	%		50.5	%
Gross profit as a percentage of revenue - products		41.8	%		0.1	%		41.9	%		52.5	%		0.1	%		52.6	%
Gross profit as a percentage of revenue - services		39.1	%		0.8	%		39.9	%		36.4	%		1.0	%		37.4	%
Operating Expenses
Research and development (a)		80.8			(2.3	)		78.5			76.3			(2.3	)		74.0
Sales and marketing (a)		41.4			(1.1	)		40.3			43.6			(1.4	)		42.2
General and administrative (a)		18.6			(2.1	)		16.5			24.0			(2.5	)		21.5
Intangible asset amortization (b)		5.0			(5.0	)		—			6.1			(6.1	)		—
Restructuring and other charges (c)		19.5			(19.5	)		—			—			—			—
Goodwill and IPR&D impairment (d)		102.7			(102.7	)		—			—			—			—
Total operating expenses		268.0			(132.7	)		135.3			150.0			(12.3	)		137.7
Operating (Loss) Earnings		(131.7	)		133.5			1.8			65.7			13.5			79.2
Operating (loss) earnings as a percentage of revenue		-39.9	%		40.4	%		0.5	%		15.3	%		3.1	%		18.4	%
Other Income
Interest income, net		3.0			—			3.0			2.3			—			2.3
Other (expense) income, net (e)		(0.9	)		0.6			(0.3	)		4.9			—			4.9
Total other income		2.1			0.6			2.7			7.2			—			7.2
(Loss) Earnings Before Income Tax		(129.6	)		134.1			4.5			72.9			13.5			86.4
Income tax (expense) benefit (f)		(0.5	)		(0.9	)		(1.4	)		(16.1	)		(11.6	)		(27.7	)
Net (Loss) Earnings	$	(130.1	)	$	133.2		$	3.1		$	56.8		$	1.9		$	58.7
Weighted Average Shares Outstanding
Basic		365.2						365.2			376.3						376.3
Diluted		365.2						365.9			379.8						379.8
Net (Loss) Earnings Per Share
Basic	$	(0.36	)	$	0.37		$	0.01		$	0.15		$	0.01		$	0.16
Diluted	$	(0.36	)	$	0.37		$	0.01		$	0.15		$	—		$	0.15

(1) Reconciliation of non-GAAP Adjustments

In addition to reporting financial results in accordance with U.S. generally accepted accounting principles (GAAP), Tellabs, Inc. has provided non-GAAP financial measures as additional information for its operating results. These measures have not been prepared in accordance with GAAP and may be different from measures used by other companies. Whenever we use non-GAAP financial measures, we designate these measures, which exclude the effect of certain charges, as “adjusted” and provide a reconciliation of non-GAAP financial measures to the most closely applicable GAAP financial measure. The non-GAAP financial measures eliminate certain items of expenses and losses from cost of revenue, operating expenses, other income and expenses, and income taxes. Management believes that this presentation allows investors to better evaluate the current operational and financial performance of our business and facilitate comparisons to historical results of operations. Management uses these measures for reviewing our financial results and for business planning and performance management. Management discloses this information publicly along with a reconciliation of the comparable GAAP amounts, to provide access to the detail and general nature of adjustments made to GAAP financial results. While some of these excluded items have been periodically reported in our statements of operations, including significant restructuring and other charges, their occurrence in future periods depends on future business and economic factors, among other evaluation criteria, and the occurrence of such events and factors may frequently be beyond the control of management.

30

TELLABS, INC.

RECONCILIATION OF NON-GAAP ADJUSTMENTS (1)

(Unaudited)

	Nine Months 2011									Nine Months 2010
In millions, except per-share data	As Restated			Adjustments			Non-GAAP			As Reported			Adjustments			Non-GAAP
Revenue
Products	$	804.6		$	—		$	804.6		$	1,049.7		$	—		$	1,049.7
Services		164.3			—			164.3			182.1			—			182.1
Total revenue		968.9			—			968.9			1,231.8			—			1,231.8
Cost of Revenue
Products (a)		483.5			(1.3	)		482.2			476.9			(1.6	)		475.3
Services (a)		111.6			(1.7	)		109.9			121.1			(1.7	)		119.4
Total cost of revenue		595.1			(3.0	)		592.1			598.0			(3.3	)		594.7
Gross Profit		373.8			3.0			376.8			633.8			3.3			637.1
Gross profit as a percentage of revenue		38.6	%		0.3	%		38.9	%		51.5	%		0.2	%		51.7	%
Gross profit as a percentage of revenue - products		39.9	%		0.2	%		40.1	%		54.6	%		0.1	%		54.7	%
Gross profit as a percentage of revenue - services		32.1	%		1.0	%		33.1	%		33.5	%		0.9	%		34.4	%
Operating Expenses
Research and development (a)		244.6			(8.1	)		236.5			216.8			(6.4	)		210.4
Sales and marketing (a)		126.9			(3.7	)		123.2			132.5			(3.9	)		128.6
General and administrative (a)		63.3			(7.3	)		56.0			73.7			(6.9	)		66.8
Intangible asset amortization (b)		15.3			(15.3	)		—			20.9			(20.9	)		—
Restructuring and other charges (c)		20.5			(20.5	)		—			9.5			(9.5	)		—
Goodwill and IPR&D impairment (d)		102.7			(102.7	)		—			—			—			—
Total operating expenses		573.3			(157.6	)		415.7			453.4			(47.6	)		405.8
Operating (Loss) Earnings		(199.5	)		160.6			(38.9	)		180.4			50.9			231.3
Operating (loss) earnings as a percentage of revenue		-20.6	%		16.6	%		-4.0	%		14.6	%		4.2	%		18.8	%
Other Income
Interest income, net		9.4			—			9.4			9.2			—			9.2
Other (expense) income, net (e)		(2.6	)		0.6			(2.0	)		9.7			—			9.7
Total other income		6.8			0.6			7.4			18.9			—			18.9
(Loss) Earnings Before Income Tax		(192.7	)		161.2			(31.5	)		199.3			50.9			250.2
Income tax benefit (expense) (f)		9.2			0.9			10.1			(32.8	)		(47.3	)		(80.1	)
Net (Loss) Earnings	$	(183.5	)	$	162.1		$	(21.4	)	$	166.5		$	3.6		$	170.1
Weighted Average Shares Outstanding
Basic		364.3						364.3			382.1						382.1
Diluted		364.3						364.3			386.7						386.7
Net (Loss) Earnings Per Share
Basic	$	(0.50	)	$	0.44		$	(0.06	)	$	0.44		$	0.01		$	0.45
Diluted	$	(0.50	)	$	0.44		$	(0.06	)	$	0.43		$	0.01		$	0.44

(1) Reconciliation of non-GAAP Adjustments

In addition to reporting financial results in accordance with U.S. generally accepted accounting principles (GAAP), Tellabs, Inc. has provided non-GAAP financial measures as additional information for its operating results. These measures have not been prepared in accordance with GAAP and may be different from measures used by other companies. Whenever we use non-GAAP financial measures, we designate these measures, which exclude the effect of certain charges, as “adjusted” and provide a reconciliation of non-GAAP financial measures to the most closely applicable GAAP financial measure. The non-GAAP financial measures eliminate certain items of expenses and losses from cost of revenue, operating expenses, other income and expenses, and income taxes. Management believes that this presentation allows investors to better evaluate the current operational and financial performance of our business and facilitate comparisons to historical results of operations. Management uses these measures for reviewing our financial results and for business planning and performance management. Management discloses this information publicly along with a reconciliation of the comparable GAAP amounts, to provide access to the detail and general nature of adjustments made to GAAP financial results. While some of these excluded items have been periodically reported in our statements of operations, including significant restructuring and other charges, their occurrence in future periods depends on future business and economic factors, among other evaluation criteria, and the occurrence of such events and factors may frequently be beyond the control of management.

31

TELLABS, INC.

RECONCILIATION OF NON-GAAP ADJUSTMENTS (1)

(Unaudited)

	Third Quarter 2011									Second Quarter 2011
In millions, except per-share data	As Restated			Adjustments			Non-GAAP			As Resated			Adjustments			Non-GAAP
Revenue
Products	$	272.7		$	—		$	272.7		$	259.5		$	—		$	259.5
Services		57.1			—			57.1			57.2			—			57.2
Total revenue		329.8			—			329.8			316.7			—			316.7
Cost of Revenue
Products (a)		158.7			(0.3	)		158.4			165.3			(0.5	)		164.8
Services (a)		34.8			(0.5	)		34.3			36.2			(0.6	)		35.6
Total cost of revenue		193.5			(0.8	)		192.7			201.5			(1.1	)		200.4
Gross Profit		136.3			0.8			137.1			115.2			1.1			116.3
Gross profit as a percentage of revenue		41.3	%		0.1	%		41.6	%		36.4	%		0.3	%		36.7	%
Gross profit as a percentage of revenue - products		41.8	%		0.1	%		41.9	%		36.3	%		0.2	%		36.5	%
Gross profit as a percentage of revenue - services		39.1	%		0.8	%		39.9	%		36.7	%		1.1	%		37.8	%
Operating Expenses
Research and development (a)		80.8			(2.3	)		78.5			83.5			(3.2	)		80.3
Sales and marketing (a)		41.4			(1.1	)		40.3			40.8			(1.3	)		39.5
General and administrative (a)		18.6			(2.1	)		16.5			21.0			(2.5	)		18.5
Intangible asset amortization (b)		5.0			(5.0	)		—			5.1			(5.1	)		—
Restructuring and other charges (c)		19.5			(19.5	)		—			—			—			—
Goodwill and IPR&D impairment (d)		102.7			(102.7	)		—			—			—			—
Total operating expenses		268.0			(132.7	)		135.3			150.4			(12.1	)		138.3
Operating (Loss) Earnings		(131.7	)		133.5			1.8			(35.2	)		13.2			(22.0	)
Operating (loss) earnings as a percentage of revenue		-39.9	%		40.4	%		0.5	%		-11.1	%		4.2	%		-6.9	%
Other Income
Interest income, net		3.0			—			3.0			3.1			—			3.1
Other (expense) income, net (e)		(0.9	)		0.6			(0.3	)		(1.1	)		—			(1.1	)
Total other income		2.1			0.6			2.7			2.0			—			2.0
(Loss) Earnings Before Income Tax		(129.6	)		134.1			4.5			(33.2	)		13.2			(20.0	)
Income tax (expense) benefit (f)		(0.5	)		(0.9	)		(1.4	)		3.8			2.6			6.4
Net (Loss) Earnings	$	(130.1	)	$	133.2		$	3.1		$	(29.4	)	$	15.8		$	(13.6	)
Weighted Average Shares Outstanding
Basic		365.2						365.2			364.6						364.6
Diluted		365.2						365.9			364.6						364.6
Net (Loss) Earnings Per Share
Basic	$	(0.36	)	$	0.37		$	0.01		$	(0.08	)	$	0.04		$	(0.04	)
Diluted	$	(0.36	)	$	0.37		$	0.01		$	(0.08	)	$	0.04		$	(0.04	)

(1) Reconciliation of non-GAAP Adjustments

In addition to reporting financial results in accordance with U.S. generally accepted accounting principles (GAAP), Tellabs, Inc. has provided non-GAAP financial measures as additional information for its operating results. These measures have not been prepared in accordance with GAAP and may be different from measures used by other companies. Whenever we use non-GAAP financial measures, we designate these measures, which exclude the effect of certain charges, as “adjusted” and provide a reconciliation of non-GAAP financial measures to the most closely applicable GAAP financial measure. The non-GAAP financial measures eliminate certain items of expenses and losses from cost of revenue, operating expenses, other income and expenses, and income taxes. Management believes that this presentation allows investors to better evaluate the current operational and financial performance of our business and facilitate comparisons to historical results of operations. Management uses these measures for reviewing our financial results and for business planning and performance management. Management discloses this information publicly along with a reconciliation of the comparable GAAP amounts, to provide access to the detail and general nature of adjustments made to GAAP financial results. While some of these excluded items have been periodically reported in our statements of operations, including significant restructuring and other charges, their occurrence in future periods depends on future business and economic factors, among other evaluation criteria, and the occurrence of such events and factors may frequently be beyond the control of management.

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Footnotes to reconciliation of non-GAAP adjustments:

(a) The adjustments to cost of revenue, research and development, sales and marketing, and general and administrative expenses reflect equity-based compensation expense. We exclude these measures when reviewing financial results and for business planning and performance management. We believe that the exclusion of equity-based compensation expense allows for more accurate comparisons of operating results to our peer companies. In addition, we believe this non-cash GAAP measure is not indicative of our fundamental operating performance.

(b) We exclude amortization of intangible assets resulting from acquisitions to evaluate our continuing operational performance. The amortization of purchased intangible assets associated with acquisitions results in recording expense in our GAAP financial statements that were already expensed by the acquired company before the acquisition and for which we have not expended cash. We believe this non-cash GAAP measure is not indicative of our fundamental operating performance. Accordingly, we analyze the performance of operations without regard to such expenses.

(c) We exclude restructuring and other charges because we believe that they occur outside of the ordinary course of and are not related directly to the underlying performance of our fundamental business operations. We exclude these measures when reviewing financial results and for business planning and performance management. Although these events are reflected in our GAAP financials, these transactions may limit the comparability of our fundamental operations with prior and future periods.

(d) We recorded a $82.7 million goodwill impairment charge in the third quarter of 2011, which related to the Broadband segment. In addition, we recorded a $20.0 million other-than-temporary impairment for in-process research and development intangible assets in the third quarter and first nine months of 2011. We believe these non-cash GAAP measures are not indicative of our core operating performance.

(e) The $0.6 million adjustment to Other (expense) income in the third quarter and first nine months of 2011 reflects losses on the write-down of long-term equity investments. We exclude write-downs and gains on sales of long-term equity investments because we believe that they are not related directly to the underlying performance of our working capital assets.

(f) We calculate a separate tax expense and effective tax rate for GAAP and for non-GAAP purposes. For non-GAAP purposes, we use a 32% effective tax rate which represents the projected, long term effective tax rate on non-GAAP pretax income.

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Off-Balance Sheet Arrangements

None.

Critical Accounting Policies

There were no material changes in our critical accounting policies during the quarter.

Forward-Looking Statements

This Management’s Discussion and Analysis and other sections of this Form 10-Q contain forward-looking statements made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements reflect management’s expectations, estimates and assumptions, based on current and available information at the time the document was prepared. These forward-looking statements include, but are not limited to, statements regarding future events, plans, goals, objectives and expectations. The words “anticipate,” “believe,” “estimate,” “target,” “expect,” “predict,” “plan,” “possible,” “project,” “intend,” “likely,” “will,” “should,” “could,” “may,” “foreseeable,” “would” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause our actual performance or achievements to be materially different from any future results, performance or achievements expressed or implied by those statements. Important factors that could cause our actual results to differ materially from those in forward-looking statements include, but are not limited to: customer concentration; successful expansion into adjacent markets with new and existing products and platforms; new product acceptance and profitability; our ability to compete with larger suppliers that can provide end to end solutions; overall negative economic conditions generally and disruptions in credit and capital markets, including specific impacts of these conditions on the telecommunications industry; financial condition of telecommunications service providers, equipment vendors and contract manufacturers, including the impact of any bankruptcies; availability of components and critical manufacturing equipment and capacity; the impact of customer and vendor consolidation; integration of a new business; product demand and industry capacity; competitive products and pricing; competitive pressures from new entrants to the telecommunications industry; initiatives to improve profitability that may have financial consequences, including further restructuring charges and the ability to realize anticipated savings under such cost-reduction initiatives; exiting businesses and product areas; impairment charges and other cost cutting initiatives and related charges and costs; manufacturing efficiencies; research and new product development; protection of and access to intellectual property, patents and technology; ability to attract and retain highly qualified personnel; foreign economic conditions, including currency rate fluctuations; the regulatory and trade environment; the impact of new or revised accounting rules or interpretations, including revenue recognition requirements; availability and terms of future acquisitions; divestitures and investments; uncertainties relating to synergies; charges and expenses associated with business combinations and other transactions; and other risks and future factors that may be detailed from time to time in the Company’s filings with the SEC. For a further description of such risks and future factors, see Item 1A of our most recently filed Form 10-K. Our actual future results could differ materially from those predicted in such forward-looking statements. In light of the foregoing risks, uncertainties and other factors, investors are advised not to rely on these forward-looking statements when making investment decisions. These factors are not intended to be an all-encompassing list of risks and uncertainties that may affect the operations, performance, development and results of our business. We undertake no obligation to publicly update or revise any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events or changes to future results over time. The foregoing discussion should be read in conjunction with the risk factors, financial statements and related notes and management’s discussion and analysis included in our Annual Report on Form 10-K for the year ended December 31, 2010.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As of September 30, 2011, there were no material changes to the market risks disclosure, Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the year ended December 31, 2010.

See Note 6, Investments for a discussion of our investments in marketable securities for the periods ended September 30, 2011 and December 31, 2010.

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Item 4. Controls and Procedures

Restatement

In the second quarter of 2011, we had recognized $15.3 million of revenue related to a project with a customer outside North America. The related products were accepted by the customer and title passed to the customer in the second quarter. However, we recently discovered that these products had been shipped to a temporary, third-party storage location, arranged by our local office to accommodate delivery. While $2.6 million of these products were delivered from the third-party warehouse to the customer by the end of the second quarter, the balance of these products were not delivered from the third-party warehouse to the customer until July 20, 2011. Consequently, we have concluded that revenue for the undelivered products as of the end of the second quarter, should have been recognized in the third quarter.

We concluded on November 28, 2011 that our unaudited consolidated financial statements for the third quarter of 2011 included in our Quarterly Report on Form 10-Q for that quarter should no longer be relied upon. Accordingly we are restating our unaudited consolidated financial statements for the third quarter of 2011.

Evaluation of Disclosure Controls and Procedures (Restated)

In Tellabs’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, originally filed on November 8, 2011, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of September 30, 2011. In connection with our decision to restate the unaudited consolidated financial statements as of and for the period ended September 30, 2011, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, re-evaluated the effectiveness of the design and operation of our disclosure controls and procedures and concluded that our disclosure controls and procedures were not effective as of September 30, 2011, as a result of a material weakness related to our regional inventory control processes.

Specifically, our procedure with respect to the shipment of product intended to be delivered to a customer did not get fully implemented and the fact of such failure, and details regarding the custody and control of such product, was not communicated to our management responsible for financial reporting. This control deficiency resulted in Tellabs recording revenue in the quarter ended July 1, 2011 that should have been recognized in the third quarter. If not remediated, this control deficiency could result in future material misstatements to revenue within our financial statements.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Remediation Plan

Management and the Board of Directors are committed to the continued improvement of our overall system of internal control over financial reporting. Management believes the remediation measures described below will assist in remediating the identified material weakness and strengthen our internal control over financial reporting.

• Management will provide additional training to personnel involved in the logistics aspects of its operations. This training will be similar in scope and substance to the training already provided to our supply chain personnel, and will include procedures for reporting to finance personnel additional information with respect to the custody and control of products for which revenue is being recorded in the relevant period.

• Management will enhance the procedures for making appropriate inquiries of logistics, supply chain and sales personnel to obtain additional information relative to the custody and control of products for which revenue is being recorded in the relevant period and will strengthen policies related to custody and control and the reporting of related information.

Although management at this time is not aware of any misconduct relating to the circumstances requiring the restatement, the Audit and Ethics Committee of the Board of Directors has retained independent counsel to conduct an investigation related to the restatement. The investigation will assist us in remediating any associated material weaknesses in our internal control over financial reporting. We do not anticipate that the results of the investigation will impact the amounts included in our restated financial statements.

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Changes in Internal Controls

There were no material changes in internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Also, projections of any evaluations of the effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The information set forth under Note 13, Contingencies – Legal Proceedings to the condensed consolidated financial statements included in Part I, Item 1 of this report is incorporated herein by reference.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2010. The risk factors described in our Annual Report could materially adversely affect our business, financial condition or future results. The risks described in our Annual Report are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently consider immaterial also may materially adversely affect our business, financial condition and/or operating results. There have been no other material changes to the risk factors included in our Annual Report for the year ended December 31, 2010, other than the risk entitled “We have identified a material weakness in our internal control over financial reporting which could, if not remediated, result in additional material misstatements in our financial statements” which risk is described below.

We have identified a material weakness in our internal control over financial reporting which could, if not remediated, result in additional material misstatements in our financial statements.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act. As disclosed in Item 4 of Part I of this report, management identified a material weakness in our internal control over financial reporting related to our regional inventory control process. A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of the last day of the period covered by this report. We are actively engaged in developing a remediation plan designed to address this material weakness. If our remedial measures are insufficient to address the material weakness or if additional material weaknesses or significant deficiencies in our internal control are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to restate our financial results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Repurchases of Common Stock:

Period of Purchases	Total Number  of Shares Purchased		Average Purchase Price Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Remaining Dollar Value of Shares Available to be Purchased Under the Programs (In millions) 1
7/2/11 through 8/5/11		6,967		$ 4.40		6,967		$ 224.6
8/6/11 through 9/2/11		2,898		$ 3.96		2,898		$ 224.6
9/3/11 through 9/30/11		192		$ 4.37		192		$ 224.6
Total		10,057		$ 4.27		10,057

¹  The amounts in this column represent the remaining amounts under the current $600 million program described below. The Rule10b5-1 repurchase program described below does not have a repurchase amount limit; therefore, it is not included in the remaining value of shares.

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We repurchase outstanding common stock under two programs authorized by our Board of Directors, the Rule 10b5-1 program and a repurchase program of up to $600 million of outstanding common stock. In addition, we purchase shares to cover withholding taxes on shares issued under employee stock plans.

Under the 10b5-1 program, we intend to continue to use cash generated by employee stock option exercises (other than those of Company officers and board members) to repurchase stock. We purchased 10,057 shares for $42,980 in the third quarter of 2011 and 0.1 million shares for $0.6 million in the first nine months of 2011 under this program.

As of September 30, 2011, we purchased 56.6 million shares of our common stock under the $600 million repurchase program at a total cost of $375.4 million, leaving $224.6 million available to be purchased under this program. We did not purchase any shares under this program in the third quarter and first nine months of 2011. We may change our repurchase activity and we provide no assurance that we will continue our repurchase activity in the future.

In addition, we purchased 19,164 shares for $0.1 million in the third quarter of 2011 and 0.9 million shares for $4.4 million in the first nine months of 2011 to cover withholding taxes on shares issued under employee stock plans.

We record repurchased shares as Treasury stock.

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Item 6. Exhibits

(A) Exhibits

31.1	CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TELLABS, INC.
(Registrant)
	/s/ Thomas P. Minichiello
	Thomas P. Minichiello
	Vice President of Finance and Chief Accounting Officer
	(Principal Accounting Officer and duly authorized officer)
	December 2, 2011
	(Date)

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